Common use of Use and Disclosure of Evaluation Material Clause in Contracts

Use and Disclosure of Evaluation Material. Each party hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party and such party’s Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party or any of such party’s Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other party, such party and such party’s Representatives will not disclose to any other person the fact that such party or such party’s Representatives have received Evaluation Material or that Evaluation Material has been made available to such party or such party’s Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party shall provide the disclosing party with prompt written notice of any such request or requirement so that the disclosing party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or receipt of a waiver by the disclosing party, receiving party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally required to be disclosed, provided that receiving party uses its reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to the Evaluation Material and the Discussion Information.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein is disclosed to any person in violation hereof. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept strictly confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those your Representatives (a) who have been informed of its Representatives the confidential nature of the Evaluation Material, (b) whose review of or access to the Evaluation Material is necessary for your evaluation of a Possible Transaction, and (c) who are actively and directly participating in your evaluation of a Possible Transaction or who otherwise have a good faith need to know such information for the purpose of evaluating a Possible Transaction and who are bound advised by a legal duty of you of, and agree to comply with, the confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with and other restrictions set forth in this letter agreement, from each such person . You shall maintain a list of those Representatives to whom Evaluation Material has been disclosed (such undertaking which list shall be for presented to the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertakingCompany upon request). In any event, receiving party agrees you agree to undertake reasonable precautionsundertake, and use at least the same degree will require all of care it would use your Representatives to protect its own confidential informationundertake, commercially reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, Material that are no less protective than the precautions employed by you to accept responsibility protect the confidentiality of your own confidential or proprietary information. You shall be responsible for any breach of this letter agreement by such party you or any of such party’s Representatives, and, at its sole expense, your Representatives (including any action or omission taken or failed to take all reasonable measures to restrain itself and its be taken by your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other party, such party and such party’s Representatives will not disclose to any other person the fact that such party or such party’s Representatives have received Evaluation Material or that Evaluation Material has been made available to such party or such party’s Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules would be in violation of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party shall provide the disclosing party with prompt written notice of any such request or requirement so that the disclosing party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or receipt of a waiver by the disclosing party, receiving party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processdirective given hereunder), receiving party or its Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally required to be disclosed, provided that receiving party uses its reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to the Evaluation Material and the Discussion Information.

Use and Disclosure of Evaluation Material. Each party hereby agrees You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that it could result to Lender or the Companies if any information contained there is disclosed to a third party. You agree that you and its your Representatives (a) shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that (b) shall hold the Evaluation Material will be kept confidential in strictest confidence, and that such party and such party’s Representatives will not (c) shall not, except as provided below, without the prior written consent of the Companies, directly or indirectly disclose any of the Evaluation Material in any manner whatsoever, in whole or in part; provided, however, that you may disclose Evaluation Material ONLY to your Representatives who (i) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its Representatives who have a genuine need to know such information for the purpose of evaluating a Possible Transaction and who Transaction, (ii) are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this Agreement, and (iii) agree to be bound by the terms of this Agreement as if they were parties to it. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement Agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain itself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyLender, such party you and such party’s your Representatives will not disclose to any other person who is not a Party or a Representative the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations you are taking place reviewing the bid documentation concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto Transaction (collectively, the “Discussion Bid Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of Lender, you and your Representatives will not, directly or regulationsindirectly, consult or share Evaluation Material or Bid Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than your Representatives and Lender and its Representatives) regarding a Possible Transaction, including, without limitation, discussions or other communications with any prospective bidder for the applicable rules of any recognized stock exchange Collateral with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares of Collateral or (ii) the receiving party price that you or one of its affiliates are actively tradedsuch other bidder may bid or offer for the Collateral. The term “person” as used in this letter agreement Agreement shall be broadly interpreted to include the media and any corporation, company, partnership, group, individual or other entity. You acknowledge and agree that, without the prior written consent of Lender, no person who is a potential source of equity capital or equity financing or financial advice with respect to a Possible Transaction shall be considered your Representative for any purpose. You further agree that neither you nor any of your Representatives will, without the prior written consent of Lender, directly or indirectly, enter into any agreement, arrangement or understanding with any other person that has or would have the effect of requiring such person to provide you with financing or other potential sources of capital or financial advisory services on an exclusive basis in connection with a Possible Transaction. In addition, you agree not to discourage financial institutions or financial advisors from being retained by other bidders or potential bidders as advisors for a Possible Transaction. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Bid Information, receiving party you shall provide the disclosing party Lender with prompt written notice of any such request or requirement so that the disclosing party Lender may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreementAgreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyLender, receiving party you or any of its your Representatives are nonethelessare, in the reasonable opinion of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Bid Information (in response to such oral questionsany court, interrogatoriestribunal or agency or else stand liable for contempt or suffer other censure or penalty, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunderliability, disclose to such court, tribunal or agency only that portion of the Evaluation Material or Discussion Bid Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you must use reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Bid Information, including, without limitation, by cooperating with the disclosing party Lender to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Bid Information; and provided, further, that you shall promptly notify Lender of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating evaluating, negotiating and/or consummating a Possible Transaction and for no other purpose (for the avoidance of doubt, you hereby agree that you and your Representatives shall not use the Evaluation Material for any competitive purpose), that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and that such party and such party’s Representatives you will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating evaluating, negotiating and/or consummating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertakingthis letter agreement and who agree to be bound by the terms hereof; provided further that you agree you will only disclose Evaluation Material to a prospective financial advisor or source of financing with the prior written consent of the Company (other than Xxxxxx Xxxxxxx). In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. Subject to the restrictions contained in section 6 herein, upon the expiration of the Standstill Period (as defined below) or other termination of the “standstill” provisions in this letter agreement, nothing in the restriction on use or any other provisions in this letter agreement will prohibit you from engaging in any activity described in the “standstill” provisions herein, provided, however, that the confidentiality obligations contained in this letter agreement shall continue through the term of this letter agreement. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or . Without limiting the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares generality of the receiving party foregoing, you further agree that, without the prior written consent of the Company, you and your “affiliates” (as such term is defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will not, directly or one of its affiliates are actively tradedindirectly, enter into any agreement, arrangement or understanding with any Person to co-invest or partner with you in a Possible Transaction. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. Without your prior written consent, the Company will not directly or indirectly disclose to any other person the fact that investigations or discussions are taking place with you concerning a Possible Transaction. In the event that receiving party you or any of its your Representatives are requested or required (by law, the rules of any stock exchange or oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in on the reasonable opinion advice of outside legal counsel to receiving partycounsel, legally compelled required to disclose Evaluation Material or Discussion Information (in response to such oral questionsor else stand liable for contempt or suffer other censure, interrogatoriespenalty or material adverse consequence, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. This paragraph shall apply mutatis mutandis to the Company and its Representatives with respect to the last sentence of the preceding paragraph.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that subject to the remainder of this Section 2 below, (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)Transaction. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all commercially reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees the Parties hereby agree that, without the prior written consent of the other partyother, such party the Parties will not, and such party’s will cause their Representatives will not to, disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), ,” provided that either party the foregoing shall not prohibit disclosure of matters that may make such disclosure if be required by to be disclosed under applicable securities laws or regulationsexchange rules, including without limitation any matters legally required to be disclosed on Schedule 13D or Schedule 13D/A) and provided further, nothing contained herein shall prohibit the Company from complying with the terms of that certain Agreement and Plan of Merger dated June 23, 2016 by and among the Company, Incipio, LLC, and Power Merger Sub, Inc. You further agree that, without the prior written consent of the Company, you and your Representatives will not, directly or indirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than the applicable rules of Company) regarding a Possible Transaction, including, without limitation, discussions or other communications with any recognized stock exchange prospective bidder for the Company with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares Company or (ii) the price that you or such other bidder may bid or offer for the Company; provided, however, the Company hereby consents to you engaging in preliminary discussions with, and sharing Evaluation Material and Discussion Information with, SKDY, LLC (including Xxxxxxx X. Xxxxx) provided that no agreement, arrangement or formal understanding shall be entered into with SKDY, LLC (including Xxxxxxx X. Xxxxx or their affiliates) regarding a Possible Transaction without the prior consent of the receiving party or one of its affiliates are actively tradedCompany. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processprocess or as may be required under applicable securities laws, including without limitation any matters legally required to be disclosed on Schedule 13D or Schedule 13D/A) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, nonetheless legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, if reasonably requested by the Company and to the extent permitted by applicable law, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that, to the extent legally permissible, you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and consent, (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree to be bound by the terms hereof and (iii) you and your Representatives may disclose Evaluation Material pursuant to the terms of the last paragraph of this Section 2. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. For the avoidance of doubt, upon the expiration of the Standstill Period (as hereinafter defined) or other termination of the “standstill” provisions of this letter agreement, nothing in the restrictions on use or any other provisions in this letter agreement will prohibit you from engaging in an activity described in the “standstill” provisions herein. The Company shall be responsible for any breach of this letter agreement by its Representatives. In addition, each party agrees that, without the prior mutual written consent agreement of the other partyparties, such neither party and such party’s nor its Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto or any of their respective subsidiaries, or the existence of this letter agreement (collectively, the “Discussion Information”), ; provided however that either each party may make and its respective Representatives will be entitled to disclose such disclosure if Discussion Information (i) when it is or becomes known to the public other than as a result of a breach of this letter agreement; (ii) to the extent required by applicable laws law or regulationsregulation or pursuant to a legal proceeding, or civil investigative demand, court order, the applicable rules of any recognized stock relevant securities exchange or interdealer quotation system on which other similar legal process; or (iii) in the shares case of the receiving party Company, to a third party, if any, that enters into a definitive written agreement with the Company relating to a Possible Transaction. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, you and your affiliates will not, directly or one of its affiliates are actively tradedindirectly, act as a joint-bidder with any other person. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required under law, legal process (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) or the rules of any stock exchange to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide (to the disclosing party extent not prohibited by law) the Company with prompt written notice of any such request or requirement requirement, including the terms thereof and circumstances surrounding such request or requirement, so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion upon advice of legal counsel to receiving partycounsel, legally compelled so required to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your reasonable best efforts (at the expense of the Company) to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that you shall promptly notify the Company (to the extent not so prohibited under law) of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party Party recognizes and acknowledges the competitive value and confidential nature of the Disclosing Party’s Evaluation Material and that damage could result to the Disclosing Party if any information contained therein is disclosed to a third party. Each Party hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction (the “Purpose”) and for no other purpose, that the Evaluation Material will be kept confidential and that such party it and such party’s its Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party the Receiving Party may make any disclosure of the Evaluation Material to which the disclosing party Disclosing Party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its the Receiving Party’s Representatives who need to know such information for the purpose of evaluating a Possible Transaction Purpose and who are bound by a legal duty of confidentiality and non-use obligations to the Receiving Party with respect to the Evaluation Material consistent with the terms hereof or from confidentiality and non-use obligations contained herein; provided further that you agree you will only disclose the receiving party has obtained an undertaking Company’s Evaluation Material to a prospective source of confidentiality, consistent financing with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both prior written consent of the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)Company. In any event, receiving party Each Party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation MaterialMaterial comparable to those precautions and safeguards taken by it to protect its own confidential information and, in any event to take no less than reasonable measures in such respect. Each Party agrees to accept responsibility for any breach of this letter agreement by such party it or any of such party’s its Representatives. November 14, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other party, such party and such party’s Representatives will not disclose to any other person the fact that such party or such party’s Representatives have received Evaluation Material or that 2008 Evaluation Material has been made available to such party it or such party’s its Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “personPerson” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entitymedia. In the event that receiving party the Receiving Party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processlegal process or as otherwise required by law) to disclose any of the Evaluation Material or Discussion Information, receiving party the Receiving Party shall provide the disclosing party Disclosing Party with prompt written notice of any such request or requirement and the nature, scope and contents of such disclosure so that the disclosing party Receiving Party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreementagreement and, at the Disclosing Party’s expense, cooperate with the Disclosing Party and use reasonable efforts to obtain assurance that confidential treatment will be accorded to the Evaluation Material or Discussion Information to be disclosed. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyDisclosing Party, receiving party the Receiving Party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party the Receiving Party or its Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its reasonable best efforts to preserve disclosed and the confidentiality Receiving Party shall inform the Disclosing Party of the Evaluation Material nature, scope and the Discussion Information, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance contents of that confidential treatment will be afforded to the Evaluation Material and the Discussion Informationdisclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. Except as otherwise provided herein, you hereby agrees agree that it you and its your Representatives shall (a) use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purposeTransaction, that (b) keep the Evaluation Material will be kept confidential and that such party and such party’s Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (ic) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party or any of such party’s Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other party, such party and such party’s Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto thereto, or the existence of this letter agreement (collectively, the “Discussion Information”); provided, provided however, that either party (i) you may make any disclosure to which the Company gives its prior written consent, (ii) any information may be disclosed to your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who agree to keep such information confidential in accordance with the provisions of this letter agreement (provided, that any Representative that is a prospective source of equity financing shall be required to enter into a letter agreement with you agreeing to be bound by the terms of this letter agreement as if such Representative were a party hereto and, by doing so, acknowledging that the Company is an express third party beneficiary of such letter agreement) and (iii) you may make any disclosure of such information to the extent you reasonably determine, after consultation with outside legal counsel, that such disclosure if is required by applicable laws or regulationslaw, or the applicable rules of any recognized stock national securities exchange or interdealer quotation system on which the shares system, or other applicable regulations, orders or listing agreements, including, without limitation, reports required to be made pursuant to Section 13 or Section 14 of the receiving party Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, which shall, for the avoidance of doubt, include any proposal made by you to engage in a Possible Transaction, communications issued by you pursuant to Section 220 of the Delaware General Corporation Law and the execution and filing of this letter agreement; provided, that you will not publicly disclose any Evaluation Material, or one otherwise summarize, quote or specifically identify the contents of its affiliates are actively tradedthe Evaluation Bally Total Fitness Holding Corporation August 28, 2006 Materials, in any report required to be made pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, unless (i) the Securities and Exchange Commission (the “SEC”) indicates that it will recommend enforcement action or any similar punitive sanction against you if you do not make such disclosure, in which case you may immediately make such disclosure, or (ii) you reasonably determine, after consultation with outside legal counsel, that such disclosure is required by applicable law in order to respond to a written comment or other similar correspondence issued by the SEC, in which case, you will provide notice thereof to the Company and, if reasonably practicable, the opportunity to contest in the manner provided in the immediately succeeding paragraph, it being understood that the Company shall be required to respond promptly, and in any event within twenty-four hours, to your notice and, if applicable, to the SEC. The term “person” as used in You also agree (x) to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material, (y) to accept responsibility for any breach of this letter agreement shall be broadly interpreted by any of your Representatives and (z) at your sole expense, to include take all reasonable measures as determined by you to restrain your Representatives from prohibited or unauthorized disclosure or uses of the media and any corporation, partnership, group, individual or other entityEvaluation Material. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall (i) use commercially reasonable efforts to provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreementagreement and (ii) at the Company’s sole cost and expense, use commercially reasonable efforts to assist the Company upon request to seek such protective order or other appropriate remedy. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives reasonably believe, after consultation with outside legal counsel, that you or they, as the case may be, are nonetheless, in the reasonable opinion of legal counsel to receiving party, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you reasonably believe is legally required to be disclosed, provided that receiving party uses its you shall use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion InformationInformation in accordance with this agreement, including, without limitation, by cooperating with the disclosing party Company, at the Company’s sole cost and expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that you shall promptly notify the Company of your determination to make such disclosure and the nature, scope, contents and timing of such disclosure. For the avoidance of doubt, it is understood and agreed that, subject to the confidentiality obligations contained in this letter agreement, nothing contained herein shall prevent or prohibit you from nominating persons for election to the Board of Directors of the Company, bringing business before a meeting of the Company’s stockholders or conducting a proxy solicitation in support of your director nominees or in respect of any other matter, or shall otherwise prevent, prohibit or restrict you from exercising your legal rights as a shareholder of Bally Total Fitness Holding Corporation August 28, 2006 the Company (including, without limitation, pursuant to Section 220 of the Delaware General Corporation Law or as part of discovery or similar actions in connection with any disputes or claims that may arise between you and the Company or its current or former officers and directors). It is acknowledged and agreed that (a) the exercise of your legal rights as a shareholder of the Company (including, without limitation, pursuant to Section 220 of the Delaware General Corporation Law or as part of discovery or similar actions in connection with any disputes or claims that may arise between you and the Company or its current or former officers and directors) may be initiated based upon mental impressions or conclusions you obtain as a result of your review of the Evaluation Material, provided that, except as otherwise provided herein, you agree that you will not, and will not permit your Representatives to, publicly disclose any Evaluation Material, or otherwise summarize, quote or specifically identify the contents of the Evaluation Materials, in any communication arising out of or related to such exercise of your legal rights, and (b) subject to your compliance with the foregoing clause (a), information obtained by you pursuant to the exercise of your legal rights as a shareholder of the Company (including, without limitation, pursuant to Section 220 of the Delaware General Corporation Law or as part of discovery or similar actions in connection with any disputes or claims that may arise between you and the Company or its current or former officers and directors) shall not be subject to the confidentiality obligations contained in this letter agreement.

Use and Disclosure of Evaluation Material. Each party You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; , provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree to be bound by the terms hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). The Company agrees that, provided without your prior written consent, neither the Company nor its Representatives will disclose to any other person the fact that you or your Representative have received Evaluation Material or that Evaluation Material has been made available to you or your Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the other Discussion Information. Provided, however, either party may make such disclosure following prompt notice to the other party based on written advice by outside counsel if such disclosure is required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively tradedlaw. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processlegal process or by the rules of any national stock exchange or independent quotation system) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable written opinion of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal or else stand liable for contempt or suffer other censure or penalty, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential by you and your Representatives and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are provided with a copy of this letter agreement and agree to be bound by a legal duty the terms hereof or who are otherwise bound by obligations of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party or any of such party’s Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation MaterialAgreement. In addition, each party agrees that, except as otherwise permitted herein, without the prior written consent of the other party, such party and such party’s neither it nor any of its Representatives will not disclose to any other person third party the existence of this Agreement, the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of Company, you will not and your Representatives will not, directly or regulationsindirectly, consult with or share Evaluation Material or Discussion Information with, or the applicable rules enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any source of any recognized stock exchange equity or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively tradeddebt financing regarding a Possible Transaction. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Material and to take all commercially reasonable measures to protect against prohibited or unauthorized disclosure or uses of the Evaluation Material, and will direct your Representatives to do the same. Each party agrees to undertake reasonable precautions to safeguard and protect the confidentiality of the Discussion Information and to take all commercially reasonable measures to protect against prohibited or unauthorized disclosure or uses of the Discussion Information, and will direct its Representatives to do the same. Each party further agrees to accept responsibility for any breach of this letter agreement by itself or any of its Representatives. You hereby acknowledge and agree that, without the prior written consent of Company, no person who is a potential source of equity or debt financing with respect to a Possible Transaction shall be considered your Representative for any purpose hereunder. You further agree that neither you nor any of your Representatives will, without the prior written consent of Company, directly or indirectly, enter into any agreement, arrangement or understanding with any other person that has or would have the effect of requiring such person to provide you with financing or other potential sources of capital on an exclusive basis in connection with a Possible Transaction. In the event that receiving either party or any of its Representatives are requested or required (by applicable law, rule or requirement of any governmental or regulatory agency or body, or by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, deposition, civil investigative demand demand, regulatory or other similar process) to disclose any of the Evaluation Material or Discussion InformationInformation (such party, receiving party the “Disclosing Party”), the Disclosing Party shall provide the disclosing other party (the “Non-Disclosing Party”) with prompt written notice (to the extent reasonably practicable and legally permissible) of any such request or requirement so that the disclosing party Non-Disclosing Party may in its sole discretion and expense seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by from the disclosing partyNon-Disclosing Party, receiving party the Disclosing Party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, nonetheless legally compelled or requested to disclose Evaluation Material or Discussion Information to any tribunal or would otherwise be liable for any penalty or violation of law (in response to such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processincluding securities laws), receiving party the Disclosing Party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party the Disclosing Party is legally required to be disclosed, provided that receiving party the Disclosing Party uses its reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Non-Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded accorded to the Evaluation Material and the Discussion Information by such tribunal; and provided further that, to the extent legally permissible, the Disclosing Party shall promptly notify the Non-Disclosing Party of (i) the Disclosing Party’s determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. Notwithstanding anything in this Agreement to the contrary, following the Termination Date (as defined in the Amended and Restated Standstill Agreement, dated February 4, 2020, by and between you and the Company), you and your affiliates shall not be prohibited by this Agreement from (i) taking any of the actions contemplated under Section 1 of the Standstill Agreement, including without limitation, acquiring or offering to acquire any class of voting securities issued by Company through a tender offer or otherwise, (ii) using the Evaluation Information obtained pursuant to this Agreement specifically for the purpose of taking any such action contemplated pursuant to Section 1 of the Standstill Agreement and (iii) disclosing, to the extent required by applicable law, in any tender offer documents filed or furnished with the Securities and Exchange Commission, any Evaluation Material received pursuant to this Agreement or Discussion Information.

Use and Disclosure of Evaluation Material. Each party hereby agrees You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that it would result to the Company if any information contained therein is disclosed to a third party. You and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that and you and your Representative shall keep the Evaluation Material will be kept confidential and that such party and such party’s Representatives will shall not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (ia) receiving party you may make any disclose the Evaluation Material if the Company provides prior written consent for such disclosure of and (b) you may disclose the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by Transaction. You shall maintain a legal duty list of confidentiality consistent with the terms hereof or from the receiving party those Representatives to whom Evaluation Material has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person been disclosed (such undertaking which list shall be for presented to the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertakingCompany upon request). In any event, receiving party agrees to You shall undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility and you shall be responsible for any breach of this letter agreement by such party you or any of such party’s your affiliates or Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or . Without limiting the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares generality of the receiving party foregoing, except with the prior written consent of the Company, (a) you will not act as a joint bidder or one co-bidder with any other person with respect to a Possible Transaction, and (b) neither you nor any of your Representatives (acting on your behalf) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) regarding a Possible Transaction with any other person, other than (i) the Company and its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted Representatives or (ii) your Representatives (to include the media and any corporation, partnership, group, individual or other entityextent expressly permitted hereunder). In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion and at its sole cost seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or receipt of a waiver by the disclosing partysimilar remedy, receiving party you or any of its your Representatives are nonetheless, in based upon the reasonable opinion advice of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its (a) you use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance similar remedy that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information by such tribunal; and (b) you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. Notwithstanding anything to the contrary in this Agreement, you and your Representatives shall be permitted to disclose any Evaluation Material and Discussion Information without notice to the extent (and in the manner) required pursuant to an ordinary course examination by a banking, securities, tax or other regulatory authority, provided that (A) such request is general in nature and not specifically directed at the Company, the Possible Transaction, the Evaluation Material or the Discussion Information and (B) either your or your Representative, as applicable, advises the applicable banking, securities, tax or other regulatory authority of the confidential nature of such Evaluation Material and Discussion Information.

Use and Disclosure of Evaluation Material. Each You recognize and acknowledge the confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party (other than as contemplated herein). You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating and negotiating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept Bally Total Fitness Holding Corporation August 24, 2006 confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; providedPROVIDED, howeverHOWEVER, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent or as otherwise permitted by Section 6 of this letter agreement, and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction (including the Consultant so that it may prepare the Report), who are made aware of the terms and conditions of this letter agreement and who are bound by a legal duty of confidentiality consistent agree to keep the Evaluation Material confidential in accordance with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)hereof. In any event, receiving party agrees you agree (x) to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, which precautions shall be at least as protective as the precautions undertaken by you with respect to your confidential and competitively valuable business information, (y) to accept responsibility for any breach of this letter agreement by such party or any of such party’s your Representatives, and, and (z) at its your sole expense, to take all reasonable measures to restrain itself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In additionThe Company acknowledges that you intend to file a copy of this letter agreement on an amended Schedule 13D upon its execution and delivery. Subject to the foregoing, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto thereto, or the existence of this letter agreement (collectively, the “"DISCUSSION INFORMATION"). Notwithstanding the foregoing, nothing herein shall prohibit disclosures by you of Discussion Information”Information (x) to a third party for the purpose of jointly evaluating and negotiating a Possible Transaction so long as such third party is provided with a copy of this letter agreement and agrees to adhere to the terms hereof (provided that, for the avoidance of doubt, no Evaluation Material shall be provided to such third party without the Company's prior written consent; provided further, that you may provide the Report to any such third party who enters into a letter agreement with the Company on substantially the terms hereof); and (y) if you reasonably believe, provided after consultation with outside legal counsel, that either party may make such disclosure if is required by applicable laws law or regulationsa regulation of a governmental entity, or the applicable rules of any recognized stock securities exchange or interdealer quotation system similar authority by which you are bound (e.g., the requirements of Schedule 13D promulgated under the Securities Exchange Act of 1934, as amended). In connection with any filing on which Schedule 13D contemplated by the shares first sentence of this paragraph or by clause (y) of the receiving party immediately preceding sentence, you shall provide the Company and its Representatives the opportunity to review and comment upon such amended Schedule 13D a reasonable period of time prior to filing, and agree to give due consideration to all reasonable additions, deletions or one of changes suggested by the Company and its affiliates are actively tradedRepresentatives in connection therewith. The term “"person” " as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, interrogatories or requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion InformationInformation ("LEGALLY COMPELLED"), receiving party you shall (i) provide the disclosing party Company with Bally Total Fitness Holding Corporation August 24, 2006 reasonably prompt written notice of any such request or requirement requirement, including the terms thereof and circumstances surrounding such request or requirement, so that the disclosing party Company may in its sole discretion and at its sole expense seek a protective order or other appropriate remedy to resist or narrow such request or requirement, (ii) consult with the Company on the advisability of seeking such protective order or other appropriate remedy and (iii) at the expense of Company's sole expense, assist the disclosing party) and/or Company to seek such protective order or other appropriate remedy. The Company may also determine, in its sole discretion, to waive compliance with the provisions of this letter agreementagreement and permit you or your Representatives to disclose Evaluation Material or Discussion Information in response to such request or requirement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you reasonably believe, after consultation with outside legal counsel, that you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, legally compelled nonetheless Legally Compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you reasonably believe is so legally required to be disclosed, provided PROVIDED that receiving party uses its you shall use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company, at its expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and PROVIDED, FURTHER, that you shall promptly notify the Company of your determination to make such disclosure and the nature, scope, contents and timing of such disclosure. Nothing herein shall be deemed to limit or restrict you from disclosing any information in any action or proceeding by you to enforce any rights that you may have against the Company hereunder; provided that you shall, to the extent reasonable and not prejudicial to your rights, cooperate with the Company to protect the confidentiality of such information, whether by means of a protective order, production under seal or otherwise. For the avoidance of doubt, it is understood and agreed that, subject to the confidentiality obligations contained in this letter agreement, nothing contained herein shall prevent or prohibit you from nominating persons for election to the Board of Directors of the Company, bringing business before a meeting of the Company's stockholders or conducting a proxy solicitation in support of your director nominees or in respect of any other matter. It is also understood and agreed that, subject to the confidentiality obligations contained in this letter agreement, nothing herein is intended to limit (i) your use of the information contained in the Report to the extent it is disclosed pursuant to Section 6 of this letter agreement or (ii) your activities as a shareholder of the Company based upon any conclusions, recommendations or suggestions made by the Consultant in such Report; PROVIDED, HOWEVER, that you agree that you will not, and will not permit your Representatives to, publish the Report, or otherwise summarize, quote or make reference to the conclusions, recommendations or suggestions in the Report.

Use and Disclosure of Evaluation Material. Each party You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Raptor gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction Transaction, who are advised of the confidential nature of the Evaluation Material and who are bound by a legal duty obligations of confidentiality consistent with the terms hereof or from the receiving party similar to those contained herein. You shall maintain a list of those Representatives to whom Evaluation Material has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)been disclosed. In any event, receiving party agrees You further agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party yourself or any of such party’s your Representatives, and, at its sole expense, and to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of protect the Evaluation MaterialMaterial from disclosure to third parties, using at least the same degree of care as you use to maintain as confidential its own confidential information of a similar nature, but in no event less than a reasonable degree of care. In addition, each party agrees you and Raptor agree that, without the prior written consent of the other partyboth you and Raptor, such party and such party’s except as may be required by law, neither you nor Raptor nor their respective Representatives will not disclose to any other person third party the fact that such party you or such party’s your Representatives have has received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of Raptor, you will not and your Representatives will not, directly or regulationsindirectly, consult with or share Evaluation Material or Discussion Information with, or the applicable rules of enter into any recognized stock exchange agreement, arrangement or interdealer quotation system on understanding, or any discussions which the shares of the receiving party might lead to any such agreement, arrangement or one of its affiliates are actively tradedunderstanding, with any co-investor regarding a Possible Transaction. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You hereby acknowledge and agree that, without the prior written consent of Raptor, no person who is a potential source of equity capital or equity or debt financing or financial advice with respect thereto shall be considered your Representative for any purpose hereunder. You further agree that neither you nor any of your Representatives will, without the prior written consent of Raptor, directly or indirectly, enter into any agreement, arrangement or understanding with any other person that has or would have the effect of requiring such person to exclusively provide you with financing or other potential sources of capital in connection with a Possible Transaction; provided, however, that customary “tree” arrangements with financial institutions or financing sources shall not be deemed to violate this sentence. Notwithstanding the previous two sentences, Raptor hereby consents and agrees that (i) the following (including their affiliates or subsidiaries) shall be Representatives of you under this letter agreement: Bank of America Xxxxxxx Xxxxx and Citigroup Global Markets Inc., and (ii) you may borrow under your existing credit facility or otherwise expand such facility In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, deposition, civil investigative demand demand, regulatory, governmental or other similar process) (“Requests”) to disclose any of the Evaluation Material or Discussion Information, receiving party to the extent legally permissible, you shall provide the disclosing party Raptor with prompt written notice of any such request or requirement so that the disclosing party Raptor may in its sole discretion and expense seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyRaptor, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsa Request, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be discloseddisclosed in response to the Request, provided that receiving party uses its that, to the extent legally permissible, you use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion InformationInformation when responding to the Request, including, without limitation, by reasonably cooperating with the disclosing party Raptor to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that, to the extent legally permissible, you shall promptly notify Raptor of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree in a writing signed and delivered to us to be bound by the terms hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of the Company, neither you nor any of your “affiliates” (as defined under the Securities Exchange Act of 1934, as amended (the “1934 Act”) will, directly or regulationsindirectly, enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any person (other than the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively tradedCompany) regarding a Possible Transaction. The As of February 17, 2006 Page 3 term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal or else stand liable for contempt or suffer other censure or penalty, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its reasonable you use your best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and be provided with at least the same degree of care that such party you use to protect your own confidential and such party’s proprietary information, but in no event less than a reasonable degree of care under the circumstances, and that you and your Representatives will not disclose any of the Evaluation Material in any manner whatsoeverwhatsoever except as permitted herein; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent consent, and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are agree to be bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany or Qatalyst, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). You and your Representatives shall not disclose the existence of this letter agreement or any of its contents, provided that either party may make such disclosure if required by applicable laws directly or regulationsindirectly, to any other person. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company or Qatalyst, you and your Representatives will not, directly or indirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor or other person (other than the applicable rules of Company) regarding a Possible Transaction, including, without limitation, discussions or other communications with any recognized stock exchange prospective bidder for the Company with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares of Company or (ii) the receiving party price that you or one of its affiliates are actively tradedsuch other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any company, governmental authority, corporation, partnership, group, individual or other entity. You hereby acknowledge and agree that, without the prior written consent of the Company or Qatalyst, no person who is a potential financing source with respect to a Possible Transaction shall be considered your Representative for any purpose hereunder. You further agree that neither you nor any of your Representatives will, without the prior written consent of the Company or Qatalyst, directly or indirectly, enter into any agreement, arrangement or understanding with any other person—other than your parent entity or any of its officers and directors—that has or would have the effect of requiring such person to provide you with financing or other potential sources of capital or financial advisory services on an exclusive basis in connection with a Possible Transaction. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process—collectively “Tribunal”) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (remedy, at the expense of the disclosing party) Company’s sole expense, and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany Tribunal, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such Tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company, at Company’s sole expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)Transaction. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, Material using the same level of care you use to safeguard and protect the confidentiality of your own confidential information and to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees subject to the final paragraph of this Section 2, the parties agree that, without the prior written consent of the other party, such each party and such party’s its Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Subject to the final paragraph of this Section 2, provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by law or regulation, including the federal securities laws, securities exchange listing rules, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement, and, if requested by the Company, you shall cooperate with the Company (at the Company’s expense) to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Evaluation Material and the Discussion Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in on the reasonable opinion advice of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information, you or your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion information which such counsel advises you is legally required to be disclosed, provided that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. December 17, 2012 Notwithstanding anything in this Section 2 to the contrary, in the event that you seek to acquire control of the Company pursuant to any tender or exchange offer or in connection with any proxy or consent solicitation involving the Company, then solely in such circumstances, (i) you may, without first having notified the Company of such impending disclosure, disclose any Discussion Information if you have been advised by outside legal counsel that disclosure of such Discussion Information is required to be made by applicable law or regulation (in response to such including the federal securities laws, securities exchange listing rules, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process), receiving party or its Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally ) and (ii) you shall not be required to be disclosed, provided that receiving party uses its reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating cooperate with the disclosing party Company to obtain an appropriate any protective order or other reliable assurance that confidential treatment will be afforded to the accorded any Evaluation Material and the or Discussion Information.

Use and Disclosure of Evaluation Material. Each party hereby Interested Party agrees that it and its Representatives shall use to receive the Evaluation Material solely only for the purpose purposes of evaluating a Possible Transaction possible transaction with the Commission, fully participating in the RFEI process, and preparing for no other purpose, potential participation in an anticipated RFI process. Interested Party acknowledges and agrees that the Evaluation Material will be kept (a) possesses independent economic significance, (b) contains information that is confidential and that such party trade secret in nature, and such party’s Representatives will not disclose any (c) is the sole and exclusive property of the Lottery. Interested Party agrees to hold in trust and to safeguard the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only to those of its Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party or any of such party’s Representatives, and, at its sole expense, to take all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees thatnot, without the prior written consent of the other partyIFA or the Lottery, such party and such party’s Representatives will not either (i) use the Evaluation Material to the detriment of the Lottery or to the competitive advantage of Interested Party, or (ii) except as specifically provided in this Agreement, disclose the Evaluation Material to any other person the fact that such party firm, person, corporation, association, or such party’s Representatives have received Evaluation Material entity for any reason or that Evaluation Material has been made available purpose whatsoever. No license is hereby granted to such party Interested Party, or such party’s Representativesotherwise implied by estoppel or otherwise, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity property right of the parties thereto (collectivelyLottery, presently existing or acquired in the “Discussion Information”)future, provided that either party for any use of or interest in the Evaluation Material. Notwithstanding the foregoing, Interested Party may, subject to the limitations herein, disclose Evaluation Material to Authorized Representatives. Interested Party may make such disclosure if required by also disclose Evaluation Material to the extent necessary to comply with applicable laws or regulations, regulations or the applicable rules of any recognized stock exchange with an order issued by a court or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party or any of its Representatives are requested or required regulatory body with competent jurisdiction; provided that: (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processa) to disclose any of the Evaluation Material or Discussion Information, receiving party Interested Party shall provide the disclosing party with prompt written notice of any such request or requirement to the IFA and the Commission so that the disclosing party Commission may in its sole discretion seek a protective order or other appropriate remedy remedy, and (at the expense of the disclosing partyb) and/or waive compliance with the provisions of this letter agreement. If, in the absence of Interested Party shall use commercially reasonable efforts to obtain a protective order or other remedy or receipt of a waiver by appropriate remedy, to the disclosing partyextent available, receiving party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, legally compelled to disclose Evaluation Material or Discussion Information (in response with respect to such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand Evaluation Material. In the event that such protective order or other similar process)remedy is not obtained, receiving party or its Representatives may, without liability hereunder, disclose Interested Party agrees to furnish only that portion of the Evaluation Material or Discussion Information which such that Interested Party is advised by written opinion of counsel advises receiving party is legally required to be disclosed, provided that receiving party uses its disclosed and to exercise commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party to obtain an appropriate protective order or other reliable assurance assurances that confidential treatment will be afforded accorded such Evaluation Material. Interested Party agrees to be responsible for: (i) any actions or failures to act by any of its Representatives or Authorized Representatives that are not in accordance with this Agreement; and (ii) ensuring that all Authorized Representatives agree in writing to abide by the Evaluation Material and the Discussion Informationterms of this Agreement.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with obligations at least as stringent as those provided for in this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s Representativesyour Representatives (as if your Representatives were signatories hereto), and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of the Company, you and your Representatives will not, directly or regulationsindirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than the applicable rules of Company) regarding a Possible Transaction, including, without limitation, discussions or other communications with any recognized stock exchange prospective bidder for the Company with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares of Company or (ii) the receiving party price that you or one of its affiliates are actively tradedsuch other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. You hereby acknowledge and agree that, without the prior written consent of the Company, no person who is a potential source of equity capital or equity or debt financing with respect thereto shall be considered your Representative for any purpose hereunder. You further agree that neither you nor any of your Representatives will, without the prior written consent of the Company, directly or indirectly, enter into any agreement, arrangement or understanding with any other person that has or would have the effect of requiring such person to provide you with financing or other potential sources of capital on an exclusive basis in connection with a Possible Transaction. In addition, you agree not to discourage financial institutions or financial advisors form being retained by other bidders or potential bidders as advisors for a Possible Transaction. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion and at its own costs seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal or else stand liable for contempt or suffer other censure or penalty, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)Transaction. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all commercially reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. Notwithstanding anything to the contrary herein, you will not have any responsibility for the actions of any Representative that has signed an undertaking in the form of Exhibit A hereto or entered into a separate confidentiality agreement directly with the Company after the date hereof. In addition, each party agrees the parties agree that, without the prior written consent of the other partyother, such party they and such party’s their Representatives will not disclose to any other person the fact that such party the other or such party’s its Representatives have received Evaluation Material or that Evaluation Material has been made available to such party or such party’s Representativesavailable, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), ) provided that either party may make such the foregoing shall not prohibit disclosure if of matters legally required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system to be disclosed in a filing on which the shares of the receiving party or one of its affiliates are actively traded. Schedule 13D. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. Without limiting the generality of the foregoing, you further agree that, except as already disclosed on a Schedule 13D filed with the Securities and Exchange Commission prior to the date hereof, you and your Representatives will not, without the prior written consent of the Company, (a) enter into any agreement, arrangement or understanding with any person to serve as a co-investor with you or source of equity or debt financing to you regarding a Possible Transaction or (b) knowingly and intentionally solicit any other person for the purposes of entering into any agreement, arrangement or understanding with such person to serve as a co-investor with you or source of equity or debt financing to you regarding a Possible Transaction. Notwithstanding anything to the contrary herein, the foregoing sentence and the provisions of Section 16 hereof shall not apply to any person or entity who initiates contact or discussions with you or any of your Representatives in connection with a Possible Transaction without violation by you of the foregoing sentence provided that, with respect to third parties other than the Company and its Representatives, prior to providing any Evaluation Material to such person or entity you obtain the prior consent of the Company. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processprocess or as may be required under applicable securities laws, including without limitation any matters legally required to be disclosed on Schedule 13D) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, nonetheless legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, if reasonably requested by the Company, by cooperating with the disclosing party Company at the Company’s cost to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that, to the extent legally permissible, you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree to be bound by the terms hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). The Company agrees that, provided without your prior written consent, neither the Company nor its Representatives will disclose to any other person the fact that you or your Representative have received Evaluation Material or that Evaluation Material has been made available to you or your Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the other Discussion Information. Provided, however, either party may make such disclosure following prompt notice to the other party based on written advice by outside counsel if such disclosure is required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively tradedlaw. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar processlegal process or by the rules of any national stock exchange or independent quotation system) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable written opinion of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal or else stand liable for contempt or suffer other censure or penalty, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of actively and directly evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree to be bound by the terms hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsany tribunal or else stand liable for contempt or suffer other censure or penalty, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be discloseddisclosed or else stand liable for contempt or suffer other censure or penalty, provided that receiving party uses its you use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating fully with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that could result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives July 1, 2020 shall use the Evaluation Material solely for the purpose of evaluating evaluating, negotiating and/or executing a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever, except as expressly permitted by this letter agreement; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating evaluating, negotiating and/or executing a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and are directed by you to be bound by the terms hereof that are applicable to your Representatives. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party Party agrees that, without the prior written consent of the other partyParty, such party and such party’s neither it nor any of its Representatives will not disclose to any other person the fact that such party you or such party’s your Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representatives or that this letter agreement exists, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of the Company, you and your Representatives will not, directly or regulationsindirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions which might lead to any such agreement, arrangement or understanding, with any co-investor, source of equity financing or other person (other than the applicable rules of Company and other than your Representatives) regarding a Possible Transaction, including, without limitation, discussions or other communications with any recognized stock exchange prospective bidder for the Company with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares of Company or (ii) the receiving party price that you or one of its affiliates are actively tradedsuch other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In Notwithstanding the foregoing, in the event that receiving party any Party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material (in your case) or Discussion InformationInformation (in the case of either Party), receiving party such Party shall provide the disclosing party other Party with prompt written notice of any such request or requirement requirement, to the extent legally permissible and reasonably practicable, so that the disclosing party other Party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyother Party, receiving party such Party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving party, nonetheless legally compelled to disclose Evaluation Material or Discussion Information (in response to Information, such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving disclosing party or its Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving such disclosing party is legally required to be disclosed, provided that receiving such disclosing party uses use its reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party other Party, at such other Party’s expense, to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that the disclosing Party shall, to the extent legally permissible and reasonably practicable, promptly notify the other Party of (i) its determination to make such disclosure and (ii) the nature, scope and contents of such disclosure. Notwithstanding the foregoing, in the event that following the expiration or termination of the Standstill Period, you are required July 1, 2020 to disclose Discussion Information pursuant to the requirements of the federal securities laws, the two provisos to the immediately preceding sentence shall not apply to such disclosure.

Use and Disclosure of Evaluation Material. Each party You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and who are bound by a legal duty advised of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking). In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany or you, such party respectively, you and such party’s Representatives your Representatives, or the Company and its Representatives, as the case may be, will not disclose to any other person the fact that such party you or such party’s Representatives your Representatives, or the Company or its Representatives, as the case may be, have received Evaluation Material or that Evaluation Material has been made available to such party or such party’s Representativesavailable, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”), provided that either party may make such disclosure if required by applicable laws or regulations, or the applicable rules of any recognized stock exchange or interdealer quotation system on which the shares of the receiving party or one of its affiliates are actively traded. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving either party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar legal process) to disclose any of the Evaluation Material or Discussion Information, receiving such party shall provide the disclosing other party with prompt written notice of any such request or requirement so that the disclosing other party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing other party, receiving such party or any of its Representatives are nonetheless, in at the reasonable opinion advice of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to any tribunal, such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its Representatives may, without liability hereunder, disclose to such tribunal only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving such party is legally required to be disclosed, provided that receiving such party uses its commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing such other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information.Information by such tribunal. 000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000 P: 609-514-4744 F: 000-000-0000 xxx.xxxxxxxxxxxxx.xxx October 13, 2016

Use and Disclosure of Evaluation Material. Each party You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating a Possible Transaction and for no other purpose, that the Evaluation Material will not be used in any way detrimental to the Company, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party may make any disclosure of the Evaluation Material to which the disclosing party gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction Transaction, who are provided with a copy of this letter agreement and who are agree in writing to be bound by a legal duty of confidentiality consistent with the terms hereof hereof. Notwithstanding the foregoing or from anything to the receiving party has obtained an undertaking of confidentiality, consistent with contrary in this letter agreement, from each such person (such undertaking and after the expiration of the Standstill Period, no provision of this letter agreement restricting the use of Evaluation Material shall be for deemed to restrict you from taking any actions described in any of clauses (a) through (e) of the benefit offirst paragraph of Section 7, and may be enforceable byprovided, both that the receiving party and foregoing shall not limit your obligation to maintain the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party confidentiality of Evaluation Material in accordance with a copy of such undertaking)this letter agreement. In any event, receiving party agrees You agree to undertake commercially reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s Representatives, your Representatives and, at its your sole expense, to take all commercially reasonable measures to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. You agree to promptly notify the Committee and the Company of any unauthorized disclosure or release of Evaluation Material, and to use your commercially reasonable efforts to retrieve the same. In addition, each party agrees you agree that, prior to the expiration of the Standstill Period or except as otherwise expressly permitted herein, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not not, except as required by law, disclose to any other person the fact that such party or such party’s Representatives have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s your Representatives, that investigations, discussions or negotiations are taking place or have taken place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). You represent and warrant that you and your affiliates have not entered into (except to the extent disclosed in the Atlantic 13D (as defined below)) any agreement, provided that either party may make such disclosure if required by applicable laws arrangement or regulationsunderstanding regarding a Possible Transaction. Notwithstanding the foregoing or anything in this letter agreement to the contrary, you and your affiliates and Representatives shall not be prohibited from entering into any agreement, arrangement or understanding, or communicating with, (x) Xxxxxx Xxxxxx, Xxxxxx Xxxxx or any person named in the applicable rules Atlantic 13D or (y) any person that is a prospective source of any recognized stock exchange debt or interdealer quotation system on which equity financing for a Possible Transaction so long as, in the shares case of clause (y), if the Standstill Period has not then expired, you provide prior written notice of the receiving party or one identity of its affiliates are actively tradedsuch person to the Committee. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Committee and the Company with prompt written notice of any such request or requirement so that the disclosing party may in Company may, at its sole discretion expense, seek a protective order or such other remedy as the Company, in its sole discretion, deems appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in despite the absence efforts of a protective order or other remedy or receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, nonetheless advised in the reasonable opinion of writing by outside legal counsel to receiving party, that you or your Representatives are legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information you or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party or its your Representatives may, without liability hereunder, disclose only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your commercially reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating fully with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion Information; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each The Receiving Party recognizes and acknowledges the competitive value and confidential nature of the Evaluation Material and the damage that may result to the Disclosing Party if any information contained therein is disclosed to a third party in violation of the terms hereof. The Receiving Party hereby agrees that it and its Representatives shall use the Evaluation Material solely for the purpose of evaluating evaluating, negotiating, and/or consummating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party the Receiving Party and such party’s its Representatives will not disclose any of the Evaluation Material in any manner whatsoeverwhatsoever except as permitted in accordance with the terms of this letter agreement; provided, however, that (i) receiving party the Receiving Party may make any disclosure of the Evaluation Material to which the disclosing party Disclosing Party gives its prior written consent consent, as required by law, or as provided in a final definitive agreement regarding a Possible Transaction when, as and if executed, and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those the Representatives of its Representatives the Receiving Party who need to know such information for the purpose of evaluating evaluating, negotiating, and/or consummating a Possible Transaction and Transaction, who are agree to be bound by a legal duty of confidentiality consistent with the terms hereof hereof. For the avoidance of doubt, you shall not disclose the Evaluation Material to either MTCH or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party with a copy of such undertaking)XXXX. In any event, receiving party the Receiving Party agrees to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party the Receiving Party or any of such party’s its Representatives, and, at its sole expense, to take IAC/InterActiveCorp October 14, 2019 all reasonable measures to restrain itself and its Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees both parties agree that, without the prior written consent of the other party, such neither party hereto and such party’s its Representatives will not disclose to any other person the fact that such party the Receiving Party or such party’s its Representatives have received Evaluation Material or Material, (x) that Evaluation Material has been made available to such party the Receiving Party or such party’s its Representatives, (y) that investigations, discussions or negotiations are taking place concerning a Possible Transaction or (z) any of the terms, conditions or other facts with respect to any a Possible Transaction, including the status thereof and the identity of the parties thereto by name or by identifiable description (collectively, the “Discussion Information”); provided, provided that either party may make such disclosure if required the Company shall not be prohibited or restricted from using any of the information described in the foregoing clause (z) in connection with ordinary course negotiations with one or more potential bidders to the extent your identity is not directly or indirectly disclosed (including by applicable laws way of providing information that could reasonably be used to identify you) and drafts of definitive documents are not provided. Without limiting the generality of the foregoing, you further agree that, without the prior written consent of the Company, (a) you and your Representatives will not, directly or regulationsindirectly, consult or share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding with any co-investor, source of equity financing or prospective bidder (each a “Financing Source”) regarding a Possible Transaction, including, without limitation, discussions or other communications with any other prospective bidder for the applicable rules Company with respect to (i) whether or not you or such other prospective bidder will make a bid or offer for the Company or (ii) the price that you or such other bidder may bid or offer for the Company and (b) the Financial Advisor shall not be a financing source for you in connection with a Possible Transaction. You agree that neither you nor any of any recognized stock exchange or interdealer quotation system on which your Representatives will, without the shares prior written consent of the receiving party Company, directly or one indirectly, enter into any agreement, arrangement or understanding with any other person (including any Financing Source or the Financial Advisor) that has or would have the effect of requiring such person to provide you with financing or other potential sources of capital or financial advisory services on an exclusive basis in connection with a Possible Transaction; provided, that the foregoing shall not prohibit you from entering into any engagement letter with a financial advisory service provider requiring such provider to “run trees” within its affiliates are actively tradedorganization. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party the Receiving Party or any of its Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party shall the Receiving Party shall, if legally permissible or practicable, provide the disclosing party Disclosing Party with prompt written notice of any such request or requirement so that the disclosing party Disclosing Party may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyDisclosing Party, receiving party the Receiving Party or any of its Representatives are nonetheless, in the reasonable opinion of legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questionsInformation, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process), receiving party the Receiving Party or its Representatives may, without liability hereunder, disclose IAC/InterActiveCorp October 14, 2019 only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party is legally required to be disclosed, provided provided, that receiving party uses its the Receiving Party shall use reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal; and provided further that the Receiving Party shall promptly notify the Disclosing Party of (i) its determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.

Use and Disclosure of Evaluation Material. Each party You recognize and acknowledge the competitive value and confidential nature of the Evaluation Material and the damage that would result to the Company if any information contained therein is disclosed to a third party. You hereby agrees agree that it you and its your Representatives shall use the Evaluation Material solely for the purpose of evaluating evaluating, negotiating and consummating a Possible Transaction and for no other purpose, that the Evaluation Material will be kept confidential and that such party you and such party’s your Representatives will not disclose any of the Evaluation Material in any manner whatsoever; provided, however, that (i) receiving party you may make any disclosure of the Evaluation Material to which the disclosing party Company gives its prior written consent and (ii) receiving party may disclose any of the Evaluation Material only may be disclosed to those of its your Representatives who need to know such information for the purpose of evaluating a Possible Transaction and Transaction, who are bound by a legal duty of confidentiality consistent with the terms hereof or from the receiving party has obtained an undertaking of confidentiality, consistent with this letter agreement, from each such person (such undertaking shall be for the benefit of, and may be enforceable by, both the receiving party and the disclosing party and the receiving party shall, promptly after execution, provide the disclosing party provided with a copy of such undertaking)this letter agreement and who agree to be bound by the terms hereof. In any event, receiving party agrees you agree to undertake reasonable precautions, and use at least the same degree of care it would use to protect its own confidential information, precautions to safeguard and protect the confidentiality of the Evaluation Material, to accept responsibility for any breach of this letter agreement by such party you or any of such party’s your Representatives, and, at its your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain itself yourself and its your Representatives from prohibited or unauthorized disclosure or uses of the Evaluation Material. In addition, each party agrees you agree that, without the prior written consent of the other partyCompany, such party you and such party’s your Representatives will not disclose to any other person the fact that such party you or such party’s Representatives your Representative have received Evaluation Material or that Evaluation Material has been made available to such party you or such party’s Representativesyour Representative, that investigations, discussions or negotiations are taking place concerning a Possible Transaction or any of the terms, conditions or other facts with respect to any Possible Transaction, including the status thereof and the identity of the parties thereto (collectively, the “Discussion Information”). Without limiting the generality of the foregoing, provided that either party may make such disclosure if required by applicable laws you further agree that, without the prior written consent of the Company, you and your Representatives will not, directly or regulationsindirectly, share Evaluation Material or Discussion Information with, or enter into any agreement, arrangement or understanding, or any discussions intended to lead to any such agreement, arrangement or understanding, with any co-investor or source of equity financing or other person (other than the applicable rules Company and any source of debt financing consented to in the first paragraph of this letter agreement) regarding a Possible Transaction, including, without limitation, discussions or other communications with any recognized stock exchange prospective bidder for the Company with respect to (i) whether or interdealer quotation system on which not you or such other prospective bidder will make a bid or offer for the shares of Company or (ii) the receiving party price that you or one of its affiliates are actively tradedsuch other bidder may bid or offer for the Company. The term “person” as used in this letter agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity. In the event that receiving party you or any of its your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Evaluation Material or Discussion Information, receiving party you shall provide the disclosing party Company with prompt written notice of any such request or requirement so that the disclosing party Company may in its sole discretion seek a protective order or other appropriate remedy (at the expense of the disclosing party) and/or waive compliance with the provisions of this letter agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by the disclosing partyCompany, receiving party you or any of its your Representatives are nonetheless, in the reasonable opinion of outside legal counsel to receiving partycounsel, legally compelled to disclose Evaluation Material or Discussion Information (in response to such oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand any tribunal or other similar process)governmental authority, receiving party you or its your Representatives may, without liability hereunder, disclose to such tribunal or other governmental authority only that portion of the Evaluation Material or Discussion Information which such counsel advises receiving party you is legally required to be disclosed, provided that receiving party uses its you use your reasonable best efforts to preserve the confidentiality of the Evaluation Material and the Discussion Information, including, without limitation, by cooperating with the disclosing party Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded to accorded the Evaluation Material and the Discussion InformationInformation by such tribunal or other governmental authority; and provided further that you shall promptly notify the Company of (i) your determination to make such disclosure and (ii) the nature, scope and contents of such disclosure.