Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time or the termination of this Agreement (the “"Pre-Closing Period”"), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours to the Acquired Companies’ Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Corporations as Parent may reasonably request; . During the Pre-Closing Period, the Company shall, and (c) fully cooperate with Parent in its reasonable investigation shall cause the Representatives of the businesses each of the Acquired CompaniesCorporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, : (i) the Company shall furnish promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to Parent (i) a copy of each reportapplicable Antitrust Laws, scheduleany notice, registration statement and report or other document filed by with or sent to any Governmental Body on behalf of any of the Company during the Pre-Closing Period Acquired Corporations in connection with the SEC, Merger or any of the other Contemplated Transactions; and (ii) all other information concerning its businesssubject to applicable Antitrust Laws, properties and personnel as Parent may reasonably request. In addition, shall promptly provide the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to or the Company, if it becomes aware 's Representatives with copies of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectnotice, (B) the failure by it to comply report or other document filed with or satisfy sent to any Governmental Body on behalf of Parent or Merger Sub in any material respect any covenant, condition connection with the Merger or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalother Contemplated Transactions.

Access and Investigation. (a) During the period from commencing on the date hereof through the Closing Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Merger (the “Pre-Closing Period”Company Board pursuant to Section 1.3(a), the Company shall, and shall cause the respective its Subsidiaries and Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access access, upon reasonable notice and during normal business hours, to the Acquired Companies’ Company’s Representatives, personnel properties, books, records, Tax Returns, material operating and assets financial reports, work papers and other documents and information relating to all existing the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent Company and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companiesits Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies Company and their financial conditionits Subsidiaries, as Parent may reasonably request; and (ciii) fully cooperate permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with Parent in its reasonable investigation the chief financial officer and other officers and managers of the businesses Company responsible for the Company’s financial statements and the internal controls of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly and its Subsidiaries to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel discuss such matters as Parent may reasonably request. In addition, deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Company shall during the PreXxxxxxxx-Closing Period give prompt written notice to Parent, Xxxxx Act or similar act applicable thereto and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall during the Pre-Closing Period give prompt written notice affect or be deemed to the Company, if it becomes aware of (A) modify any representation or warranty made by it contained in this Agreement becoming untrue of the Company set forth herein or inaccurate in any material respectthe conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), (B) or the failure by it remedies available to comply with or satisfy in any material respect any covenantthe parties hereunder. Notwithstanding anything to the contrary herein, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of neither Company nor any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably its Subsidiaries shall be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company required to provide Parent access to or Acquisition Co. with to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any information relating to an Alternative Transaction Proposalapplicable Law.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause the its Subsidiaries and each of their respective Representatives of the Company and Subsidiaries to: (a) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companiessuch Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, such Entity and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, its Subsidiaries as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrequested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Target Companies or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing in this Section 5.1 herein shall require the Company or Parent to provide Parent or Acquisition Co. with disclose any information relating if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement; provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, GHX shall (and shall cause the respective Representatives of the Company and its Subsidiaries to: ): (a) provide Parent the Stockholder and Parentthe Stockholder’s Representatives with reasonable access during normal business hours, upon reasonable notice to the Acquired CompaniesGHX, to GHX’s and its Subsidiaries’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesGHX or its Subsidiaries; and (b) provide Parent or make available to the Stockholder and Parentthe Stockholder’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent Stockholder may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, GHX and the Company Stockholder shall furnish promptly to Parent (i) a copy provide the other party with copies of each reportany notice, schedule, registration statement and report or other document filed by with or sent to any Governmental Body on behalf of GHX or the Company during the Pre-Closing Period Stockholder, as applicable, in connection with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation Merger or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in Annex I impossible or unlikely or that has had or would the reasonable judgment of GHX could reasonably be expected to have a Company Material Adverse Effect, and result in (Di) the commencement disclosure of any litigation trade secrets of third parties or Proceeding against the Companyviolation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, Parent (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or Acquisition Co. Nothing to disclose information described in this Section 5.1 clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall require seek in good faith appropriate substitute disclosure arrangements under circumstances in which the Company to provide Parent immediately preceding sentence applies. No investigation by the Stockholder shall limit or Acquisition Co. with otherwise affect any information relating to an Alternative Transaction Proposalof the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of (a) the Merger Acceptance Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause the respective its Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired CompaniesCompany’s and its Subsidiaries’ respective Representatives, personnel and assets and to all existing properties, books, records, Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Acquired CompaniesCompany and/or its Subsidiaries; and (bii) promptly provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Acquired CompaniesCompany and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompany and/or its Subsidiaries, as Parent may reasonably request; . Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and (c) fully cooperate with Parent in its reasonable investigation will be subject to the provisions of the businesses of the Acquired CompaniesConfidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall use commercially reasonable efforts during the Interim Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(A)” to the extent the provision of which does not breach any confidentiality obligations); (B) result in a violation of applicable Law; or Acquisition Co. (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with any Parent to permit such inspection of or to disclose such information relating on a basis that does not waive such privilege with respect thereto), provided, that information shall be disclosed, as required above, subject to an Alternative Transaction Proposalexecution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws.

Access and Investigation. (a) During the period from the date hereof of this Agreement through the Closing earlier to occur of the Merger Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: Acquired Companies to (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Acquired Companies’ respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; , and (bii) provide or make available Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide or make available to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware copies of (A) all material operating and financial reports prepared by the Company for the Company’s senior management, including if any representation or warranty made by it contained (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows, (2) copies of any sales forecasts, marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management, and (3) to the extent not otherwise publicly available in this Agreement becoming untrue or inaccurate in any material respectthe Company’s filings with the SEC on the SEC website, copies of the audited annual consolidated financial statements of the Company and its consolidated subsidiaries, (B) any written materials or communications sent by or on behalf of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreementits shareholders, (C) the occurrence of an event any material notice, document or circumstance that could be reasonably expected to make the timely satisfaction other communication sent by or on behalf of any of the conditions set forth Acquired Companies to any party to any Acquired Company Contract or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Contract and that is of the type sent in Annex I impossible the ordinary course of business and consistent with past practices), (D) any notice, report or unlikely other document filed with or that has had delivered or would reasonably be expected sent to have a Company Material Adverse Effectany Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement, and (DE) any material notice, report or other document received by any of the commencement of Acquired Companies from any litigation or Proceeding against Governmental Body. Any investigation conducted pursuant to the Company, Parent or Acquisition Co. Nothing in access contemplated by this Section 5.1 shall require be conducted in a manner that does not unreasonably interfere with the Company to provide Parent conduct of the business of the Acquired Companies or Acquisition Co. with damage or destroy any information relating to an Alternative Transaction Proposalmaterial property or assets of the Acquired Companies.

Access and Investigation. (a) During the period from the date hereof through Agreement Date until the Closing earlier of the Merger First Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations, upon reasonable advanced written notice, to: (ai) provide Parent (and Parent’s Representatives Representatives) with reasonable access during normal business hours to the Acquired Companies’ all of their respective Representatives, personnel senior management personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, Company Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired Companies; Corporations and (bii) promptly provide Parent (and Parent’s Representatives Representatives) with such all reasonably requested (and readily available) information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Company Employee Plans files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CompaniesCorporations (in the case of Parent), and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; request (including copies of: (A) all material operating and (c) fully cooperate with Parent in its reasonable investigation of the businesses of financial reports prepared by the Acquired Companies. Without limiting Corporations for the generality of the foregoingCompany’s senior management (B) any material notice, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Entity on behalf of any of the conditions set forth Acquired Corporations in Annex I impossible connection with the Mergers or unlikely any of the Transactions, other than exhibits or that has had or would reasonably attachments to their respective HSR Notification and Report forms, which may be expected to have a Company Material Adverse Effectwithheld from Parent, and (DC) any material notice, report or other document received by any of the commencement Acquired Corporations from any Governmental Entity); provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and shall be subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary, no Acquired Corporation shall be required to disclose (or provide access to) any information to Parent or any of its Subsidiaries (or any of its or their Representatives) if such disclosure or access would be reasonably likely to (w) jeopardize any attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of any litigation Acquired Corporation with respect to confidentiality or Proceeding against privacy or (z) materially interfere with the Company, Parent or Acquisition Co. Nothing conduct of any Acquired Corporation’s business. The Company shall use its reasonable best efforts make appropriate substitute access and disclosure arrangements under circumstances in this Section 5.1 shall require which the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalrestrictions of the preceding sentence apply.

Access and Investigation. During the period from the date hereof through Agreement Date until the Closing earlier of the Merger Offer Acceptance Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause the respective direct its other Representatives of the Company and Subsidiaries to: Company, (a) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ RepresentativesCompany’s officers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company or its Subsidiaries and other documents in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and information relating to the Acquired Companies; its Subsidiaries) and (b) provide to furnish to Parent such financial and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; , but in the case of clauses (a) and (c) fully cooperate with Parent in its reasonable investigation b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the businesses Company and its Subsidiaries following the Closing or the satisfaction of any condition to Closing. The foregoing notwithstanding, nothing herein shall require the Company or any of its Subsidiaries to permit any inspection or testing, or to disclose any information, that the Company in the good faith determination of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (after consultation with its counsel): (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have (x) jeopardize any attorney-client privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a Company Material Adverse Effectbasis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law (including Antitrust Law), and fiduciary duty or binding Contract (D) the commencement of including any litigation or Proceeding against confidentiality agreement to which the Company, its Subsidiaries or its Affiliates is a party); or (ii) is reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Non-Disclosure Agreement, dated as of August 9, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or Acquisition Co. other person designated by the Company in writing. Nothing in this Section 5.1 shall 6.1 will be construed to require the Company Company, its Subsidiaries or any of its Representatives to provide Parent prepare any reports, analyses, appraisals, opinions or Acquisition Co. with any information relating to an Alternative Transaction Proposalother information.

Access and Investigation. During the period from (a) Between the date hereof through of this Agreement and the Closing of the Merger (the “Pre-Closing Period”)Date, and upon reasonable notice, the Company shallwill, and shall the Seller will cause the respective Company, its Subsidiaries and its Representatives to, (a) afford Buyer and its Representatives (collectively, “Buyer Group”) full and free access, during regular business hours, to the Company’s and its Subsidiaries’ personnel, properties (including subsurface testing), Contracts, Licenses, books and records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of the Company and Subsidiaries to: its Subsidiaries; (ab) provide Parent furnish Buyer Group with copies of all such Contracts, Licenses, books and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers records and other documents and information relating to the Acquired Companiesdata as Buyer may reasonably request; (bc) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and furnish Buyer Group with such additional financial, operating and other relevant data and information regarding as Buyer may reasonably request; (d) provide reasonable access to the Acquired Companies Significant Suppliers and their financial conditionSignificant Customers of the Company and its Subsidiaries in a manner as shall be mutually agreeable between Buyer and the Company; (e) make available (i) all Representatives of the Company and its Subsidiaries for discussion of the Company’s businesses, properties or personnel and (ii) all Company Employees for discussion of the post-Closing employment arrangements with Buyer as Parent the Buyer may reasonably request; and (cf) fully otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Parent in its reasonable Buyer’s investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoingproperties, during the Pre-Closing Period, assets and financial condition related to the Company shall furnish promptly and its Subsidiaries. No investigation pursuant to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 or otherwise shall require affect any representations, warranties, covenants or agreements of the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalthe Seller set forth herein.

Access and Investigation. (a) During the period from the date hereof of this Agreement through the Closing of the Merger Date (the “Pre"PRE-Closing Period”CLOSING PERIOD"), the Company Seller shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Acquisition Sub and their Representatives with reasonable access to the Acquired Companies’ Seller's Representatives, personnel and assets Purchased Assets and to all existing books, records, Tax Returns, internal work papers and other documents and information relating to Seller and the Acquired CompaniesPurchased Assets; (b) provide Parent and Parent’s Acquisition Sub and their Representatives with such copies of the existing books, records, Tax Returns, internal work papers and other documents and information relating to the Acquired CompaniesSeller, and with such additional financial, operating and other data and information regarding the Acquired Companies Seller and their its financial condition, as Parent or Acquisition Sub may reasonably request; and (c) fully cooperate with Parent and Acquisition Sub in its their reasonable investigation of the businesses of the Acquired CompaniesPurchased Assets. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company Seller shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed or furnished by the Company Seller during the Pre-Closing Period with the SEC, (ii) any material notice, document or other communication sent or proposed to be sent by or on behalf of Seller by any party to any Assumed Contract or sent to Seller by any party to any Assumed Contract (other than any communication that relates solely to routine commercial transactions between Seller and the other party to any such Assumed Contract and that is of the type sent in the ordinary course of business and consistent with past practices); and (iiiii) all other information existing concerning its businessthe Business, properties and personnel as Parent or Acquisition Sub may reasonably request. In addition; it being understood that, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice with respect to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing information referenced in this Section 5.1 5.01(a), Seller shall require not be required to create information for Parent and Acquisition Sub that it would not normally create in the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalordinary course of business.

Access and Investigation. (a) During the period from the date hereof of this Agreement through the Closing earlier of the Merger Effective Time or the date of termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Companies to: (a) , provide Parent and Parent’s Representatives (including Parent’s financing sources and prospective financing sources and their respective advisors and representatives) with reasonable access access, during normal business hours and upon reasonable advance notice, to the Acquired Companies’ Representatives, personnel assets, properties, offices, plants and assets other facilities, and to all existing books, books and records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide shall furnish Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information (including (1) all operations, documents and information related to conflict minerals; (2) the work papers of the Company’s accountants, subject to the prior consent of such accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable; (3) information regarding any works council or other employee representative body, including any consultation notice or consent required therefrom; (4) information relating to any new standards-setting organization, university or industry bodies or consortia, or other multi-party special interest groups or activities, that any Acquired Company enters into, commences participation in, establishes or joins; and (5) information regarding any event, occurrence, claim or Legal Proceeding that, if such event, occurrence, claim or Legal Proceeding had arisen prior to the date of this Agreement, would have constituted or resulted in a breach of, or would have been required to be disclosed under, any of Sections 2.8(i)(ii), 2.8(i)(iii), 2.8(i)(iv), 2.8(q) and 2.19(a)) as Parent, through Parent’s Representatives, may reasonably request, as long as these actions are in compliance with all applicable data privacy/protection Legal Requirements; provided, however, that, the Acquired Companies will be under no obligation to provide Parent and their financial condition, as Parent may reasonably request; and its Representatives with any such access or information if: (ci) fully cooperate with Parent in its the reasonable investigation good faith judgment of the businesses Company, the information is subject to confidentiality obligations to a third party; (ii) disclosure of any such information or document would result in the loss of attorney-client privilege of the Acquired Companies. Without limiting the generality ; or (iii) constitute a violation of the foregoingapplicable Legal Requirements, during the Pre-Closing Periodprovided further, the Company shall furnish promptly however, that with respect to Parent clauses “(i) a copy of each report)” through “(iii),” the Acquired Companies, scheduleas applicable, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of use their commercially reasonable efforts to: (A) obtain the required consent of any representation such third party to provide such inspection or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, disclosure; (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, Company; and (C) in the occurrence case of an event clauses “(ii)” and “(iii),” utilize the procedures of a joint defense agreement or circumstance implement such other techniques if the parties determine that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or doing so would reasonably be expected to have a Company Material Adverse Effect, and (D) permit the commencement disclosure of any litigation such information without violating applicable Legal Requirements or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposaljeopardizing such attorney-client privilege.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective its Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) Company, and promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Company and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompany, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly discretion and after notice to Parent (i) a copy of each report, schedule, registration statement and jeopardize any attorney-client or other document filed by legal privilege (so long as the Company during the Pre-Closing Period has reasonably cooperated with the SECParent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), and (ii) all other information concerning its business, properties and personnel contravene any applicable Legal Requirement or Contract (so long as Parent may reasonably request. In addition, the Company has reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall during cooperate in seeking to find a way to allow disclosure of such information to the Preextent doing so could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-Closing Period give prompt written notice employee Representatives of Parent could be provided access to Parentsuch information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it instruct Parent’s Representatives to comply with or satisfy in any material respect any covenantwith, condition or agreement to be complied with or satisfied by it all of its obligations under this the Mutual Confidential Disclosure Agreement, (C) the occurrence effective as of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse EffectJanuary 7, and (D) the commencement of any litigation or Proceeding against the Company2020, Parent or Acquisition Co. Nothing in this Section 5.1 shall require between the Company to provide and Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal(the “Confidentiality Agreement”).

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the Chief Financial Officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Companies and their financial condition, internal controls of the Company Entities to discuss such matters as Parent may reasonably request; deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and (c) fully cooperate the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent in its reasonable investigation responsible for the Parent’s financial statements and the internal controls of the businesses Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Acquired CompaniesSurviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Company Entities or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing Merger Sub in this Section 5.1 shall require connection with the Company to provide Parent Merger or Acquisition Co. with any information relating to an Alternative Transaction Proposalof the other Contemplated Transactions.

Access and Investigation. During the period from From the date hereof through of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement, Parent shall cause the Rodeo Entities to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Merger Rodeo Entities and the Business, including inspection of such properties. Notwithstanding the foregoing, neither Rodeo nor any of its Affiliates shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Parent shall consider in good faith on a case by case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Rodeo provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Chief Accounting Officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller, any Rodeo Entity or the Business, or with any Governmental Entity, concerning or related to the Transactions, unless Parent consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “Pre-Closing Period”inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Parent in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the Company current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring xxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD PARENT, SELLER, RODEO AND EACH OF THE BUYER-INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by Rodeos’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives to, in connection with the respective Representatives conduct of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing due diligence investigations described in this Section 5.1 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Parent, Seller or any Rodeo Entity and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall require not, and shall cause its Representatives not to, unreasonably interfere with the Company to provide Parent or Acquisition Co. with day-to-day operations of the Business in conducting any information relating to an Alternative Transaction Proposaldue diligence activities.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) Corporations, and promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Acquired Corporations and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period basis that does not waive such privilege with the SEC, and respect thereto); or (ii) all other contravene any applicable Legal Requirement or Contract (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information concerning its business, properties and personnel as Parent may to the extent doing so could reasonably request. In addition, (in the good faith of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall during the Pre-Closing Period give prompt written notice to Parentcomply with, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it direct Parent’s Representatives and Financing Sources to comply with or satisfy in any material respect any covenantwith, condition or agreement to be complied with or satisfied by it all of its obligations under this the Confidentiality Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

Access and Investigation. During the period from the date hereof through execution and delivery of this Agreement until the Closing earlier of the Merger Effective Time and the valid termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s designated Representatives, personnel properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) Corporations, and promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Acquired Corporations and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of the businesses appropriate personnel of the Acquired Companies. Without limiting Corporations and in such a manner as not to unreasonably interfere with the generality normal operation of the foregoingbusiness of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, during in the Pre-Closing Period, the Company shall furnish promptly Company’s reasonable discretion (after consultation with its outside counsel) and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each reportbasis that does not waive such privilege with respect thereto), schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice permit disclosure to the Company, if it becomes aware extent not prohibited by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of (A) any representation or warranty made by it contained in the date of this Agreement becoming untrue or inaccurate in any material respect(so long as the Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing nothing in this Section 5.1 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the Board of Directors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Recommendation Change. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement, dated October 19, 2020, as amended by that Amendment No. 1, effective as of July 30, 2021, Amendment No. 2, effective as of August 20, 2021, Amendment No. 3, effective as of October 18, 2022, and Amendment No. 4, dated as of August 30, 2023 and effective as of January 1, 2023, by and between the Company to provide and Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal(the “Confidentiality Agreement”).

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries such Acquired Corporation to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, Leased Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company and in such a manner as not to unreasonably interfere with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestapplicable Acquired Corporation. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 herein shall require the Company to provide disclose any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or Acquisition Co. to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty); or (iii) unreasonably disrupt the operations of the Acquired Corporations; provided, further, that information relating described in the foregoing clause (i), shall be disclosed subject to an Alternative Transaction Proposal.execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed

Access and Investigation. During the period from the date hereof of this Agreement through the Closing earlier to occur of the Merger Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Companies to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Acquired Companies’ respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; and (bii) provide make available to Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the Company shall furnish promptly to Parent (i) a copy exchange of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In additioninformation, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the promptly provide Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of with copies of: (A) all material operating and financial reports prepared by the Company for the Company Board, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (2) copies of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respectsales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (B) any written materials or communications sent by or on behalf of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, its shareholders; (C) the occurrence of an event any material notice, document or circumstance that could be reasonably expected to make the timely satisfaction other communication sent by or on behalf of any of the conditions set forth Acquired Companies to any party to any Acquired Company Contract (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Contract and that is of the type sent in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the commencement Merger or any of the other transactions contemplated by this Agreement; and (E) any litigation material notice, report or Proceeding against other document received by any of the Company, Parent or Acquisition Co. Nothing in Acquired Companies from any Governmental Body. Any review conducted pursuant to the access contemplated by this Section 5.1 shall require be conducted in a manner that does not unreasonably interfere with the Company to provide Parent conduct of the business of the Acquired Companies or Acquisition Co. with damage or destroy any information relating to an Alternative Transaction Proposalmaterial property or assets of the Acquired Companies.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing earlier of the Merger Effective Time or the date upon which this Agreement is validly terminated (the “"Pre-Closing Period”"), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: Acquired Corporations to (a) provide Parent and Parent’s 's Representatives with reasonable access to the Acquired Companies’ Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; Corporations and (b) provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to provide Parent with copies of: (i) a copy of each report, schedule, registration statement all material operating and other document filed financial reports prepared by the Company during Acquired Corporations for the PreCompany's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-Closing Period with off reports, hiring reports and capital expenditure reports prepared for the SEC, and Company's senior management; (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, any written materials or communications sent by or on behalf of the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of its stockholders; (Aiii) any representation material notice, document or warranty made other communication sent by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction on behalf of any of the conditions set forth Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in Annex I impossible the ordinary course of business and consistent with past practices); (iv) any notice, report or unlikely other document filed with or that has had sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or would reasonably be expected to have a Company Material Adverse Effect, any of the other transactions contemplated by this Agreement; and (Dv) the commencement any material notice, report or other document filed with or sent to any Governmental Body on behalf of any litigation of the Acquired Corporations or Proceeding against received by any of the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with Acquired Corporations from any information relating to an Alternative Transaction ProposalGovernmental Body.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing of the Merger Effective Time (the “"Pre-Closing Period”"), subject to applicable Antitrust Laws relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations, to: (ai) provide Parent and Parent’s Representatives 's Representatives, through the Chief Executive Officer of the Company and his direct reports (the "Senior Operating Committee"), with reasonable access to the Acquired Companies’ RepresentativesCorporations' Representatives and personnel, personnel including the Company's officers responsible for the preparation of the financial statements, internal controls and disclosure controls and procedures of the Acquired Corporations, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (bii) provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, all as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide Parent with copies of: (A) all material monthly or other periodic operating and financial reports prepared by the Company and its Subsidiaries for one or more members of the Senior Operating Committee in the ordinary course of business or for the Board of Directors of the Company or any committee thereof, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (2) copies of any strategic development plans, write-off reports (if any), hiring reports and capital expenditure reports prepared for the one or more members of the Senior Operating Committee; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) any material notice or document sent by or on behalf of any of the Acquired Corporations to any party to any Material Contract or sent to any of the Acquired Corporations by any party to any Material Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Body in connection with the Merger or any of the other Contemplated Transactions; and (E) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such testing is directly related to a finding of a "Recognized Environmental Condition" contained in any Phase I environmental site assessment conducted by Parent or delivered to Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) Parent promptly provides a copy of all data and reports obtained from such subsurface sampling to the Company and (c) Parent does not disclose or otherwise report the results of such sampling to any third party or Governmental Body (i) a copy of each report, schedule, registration statement and other document filed unless Parent concludes that such disclosure or report is required by the Company during the Pre-Closing Period with the SEC, Environmental Law and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, first provides the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected a reasonable opportunity to make the timely satisfaction of any of the conditions set forth in Annex I impossible such disclosure or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalreport.

Access and Investigation. During Between the period from the date hereof through Effective Date and the Closing of the Merger (the “Pre-Closing Period”)Date and upon reasonable advance notice from Purchaser, the Company shallClorox Parent will, and shall will cause the each Business Operating Entity and its Representatives to, afford Purchaser, its lenders and their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companiessuch Business Operating Entities’ Representativespersonnel, personnel properties, Contracts, books and assets and to all existing books, records, Tax Returns, work papers records and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding related to the Acquired Companies and their financial condition, Business as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent Purchaser may reasonably request. In additionAll information obtained by Purchaser, the Company shall during the Pre-Closing Period give prompt written notice its lenders and their respective Representatives pursuant to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require be kept confidential in accordance with the Company Confidentiality Agreement and Section 5.13. Notwithstanding the foregoing, none of Clorox Parent, its Affiliates or their Representatives shall be required to provide Parent access to any information, property or Acquisition Co. personnel if (a) such Party believes in good faith that such access is subject to any confidentiality obligations or would be reasonably likely to jeopardize such Party’s attorney-client, work product or similar legal privilege; (b) any applicable Law, in the good faith judgment of such Party, may require such party to restrict or prohibit access to any such information, properties or personnel; or (c) such access would unreasonably disrupt the businesses and operations of such Party. Prior to the Closing, (x) none of Purchaser, its Affiliates, its shareholders, its lenders, or any of the Representatives of the foregoing shall contact or communicate, directly or indirectly, with any information relating customer or supplier of the Business for the purpose of discussing the Business or the Contemplated Transactions without, in each such instance, obtaining the express prior written consent of Clorox Parent (such consent not to an Alternative Transaction Proposalbe unreasonably conditioned, withheld or delayed) and permitting Clorox Parent to fully participate in any and all conferences, telephone conversations and other communications between Purchaser, its Affiliates, its shareholders, its lenders or any Representatives of the foregoing and any such customer or supplier and (y) Purchaser shall, and shall cause its Affiliates or Representatives to, promptly provide Clorox Parent with copies of all written and electronic communications between such Persons and any such customer or supplier.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, databases (to the extent transferable), reports, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at a reasonable investigation time, under the supervision of the businesses appropriate personnel of the Acquired Companies. Without limiting Corporations and in such a manner as not to unreasonably interfere with the generality normal operation of the foregoing, during business of the Pre-Closing Period, Acquired Corporations or create material risk of damage or destruction to any material assets or property. Nothing herein shall require the Company shall furnish promptly Acquired Corporations to disclose any information to Parent if such disclosure would (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each reportbasis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement, schedule, registration statement and other document filed fiduciary duty or binding confidentiality agreement entered into by the Company during prior to the Pre-Closing Period date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit the SECinspection, or to disclose such information, on a basis that does not contravene any applicable Legal Requirement, fiduciary duty or confidentiality agreement); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and (ii) disclosure may be limited to external counsel for Parent, to the extent the Acquired Corporations determine doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Confidentiality Agreement dated December 4, properties and personnel as Parent may reasonably request. In addition2018, between the Company shall during and Parent (the Pre-Closing Period give prompt written notice “Confidentiality Agreement”). All requests for information made pursuant to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require be directed to the Company to provide Parent executive officer or Acquisition Co. with any information relating to an Alternative Transaction Proposalother Person designated by the Company.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporation has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period basis that does not waive such privilege with the SEC, and respect thereto) or (ii) all other information concerning contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Acquired Corporation or its business, properties and personnel Affiliates is a party) (so long as Parent may reasonably request. In addition, the Company shall during has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty (to the Pre-Closing Period give prompt written notice extent commercially practicable)); provided, further, that information may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, and to the extent the Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 4.1, Parent shall during the Pre-Closing Period give prompt written notice to the Companycomply with, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it and shall instruct Parent’s Representatives to comply with or satisfy in any material respect any covenantwith, condition or agreement to be complied with or satisfied by it all of its obligations under this Agreementthe Confidentiality Agreement dated February 9, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect2017, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require between the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposaland Allergan, Inc. (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the date hereof through of this Agreement to the Closing of the Merger Date, Seller and its officers, employees, counsel, accountants and other authorized representatives (the “Pre-Closing Period”)"Representatives") will, the Company shall, (i) afford Buyer and shall cause the respective its Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to Seller's (with respect to the Acquired Companies’ RepresentativesBusiness) and each Subsidiary's senior management personnel, personnel and assets and to all existing properties, contracts, books, and records, Tax Returns, work papers and other documents and information relating data, (ii) permit access to the Acquired Companies; or furnish copies to Buyer and its Representative (bas requested by Buyer, provided that if copies are to be furnished it will be furnished at Buyer's expense) provide Parent of all such contracts, books and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other existing documents and information relating to the Acquired Companiesdata as Buyer may reasonably request, and (iii) furnish Buyer and its Representatives with such additional financial, operating operating, and other data and information regarding the Acquired Companies and their financial condition, as Parent Buyer may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation , including, without limitation periodically reporting to Buyer the status of the businesses business, operations and finances of the Acquired CompaniesBusiness. Without limiting Seller shall also inform Buyer (upon its request) of any facts or circumstances of which Seller has knowledge which calls into question the generality collectibility of any Accounts Receivable, adequacy of the foregoing, during bad debt reserves that exist as of the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, Date and the Parent adequacy of the Xxxxx Xxx Reserve. No information or knowledge obtained in any investigation pursuant to this SECTION 6.1 shall during the Pre-Closing Period give prompt written notice affect or be deemed to the Company, if it becomes aware of (A) modify any representation or warranty made by it contained in this Agreement becoming untrue herein or inaccurate in any material respect, (B) the failure by it conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any obligations of the conditions set forth in Annex I impossible parties to consummate the Consummated Transactions. Buyer agrees that from the date hereof until the Closing, Buyer will not discuss or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement negotiate any terms of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. employment with any information relating employees of the Subsidiaries (other than disclosing to an Alternative Transaction Proposalany such employee the obligations of Buyer pursuant to SECTION 8.10(b) hereof), without prior approval by Seller's President or Chairman.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Entities shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Entities to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesEntities that are in the possession of, or reasonably accessible to, the Acquired Entities; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Entities, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesEntities, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionEntities that are in the possession of, or reasonably accessible to, the Acquired Entities, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of the businesses appropriate personnel of the Acquired Companies. Without limiting Entities and in such a manner as not to unreasonably interfere with the generality normal operation of the foregoingbusiness of the Acquired Entities or create a risk of damage or destruction to any property or assets of the Acquired Entities. Any access to the properties of the Acquired Entities will be subject to the Company’s reasonable security measures and insurance requirements. Nothing herein shall require the Acquired Entities to disclose any information concerning Acquisition Proposals, during the Pre-Closing Periodwhich shall be governed by Section 5.3(c), the Company shall furnish promptly or provide access to or disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion: (i) a copy of each reportjeopardize any attorney-client, schedulework product privilege or other legal privilege, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its businesscontravene any applicable Legal Requirement, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice fiduciary duty or Contract entered into prior to the Company, if it becomes aware date of (A) any representation or warranty made by it contained in this Agreement becoming untrue (including any confidentiality agreement to which the Acquired Entity or inaccurate in any material respectits Affiliates is a party), (Biii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have violate or result in a Company Material Adverse Effectloss or impairment of any Owned IP or (iv) unreasonably disrupt the operations of the Acquired Entities; provided, further, that information described in the foregoing clause (i) shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent the Acquired Entity determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 to Parent and Parent’s Representatives, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 2, 2016, between the Company and Parent (D) the commencement “Confidentiality Agreement”). All requests for access pursuant to this Section 5.1 must be directed to the General Counsel of any litigation or Proceeding against the Company, or another person designated in writing by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Acquisition Co. Nothing in Purchaser pursuant to this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalAgreement.

Access and Investigation. (a) During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause each of the other Acquired Companies to, and shall use its reasonable best efforts to cause its and their respective Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; and (bii) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers (including auditor work papers, subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request, including promptly providing Parent, upon request, with copies of: (A) all material operating and financial reports prepared by the Acquired Companies for the Company’s senior management; (B) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Companies in connection with any of the Contemplated Transactions; and (cC) fully cooperate with Parent in its reasonable investigation of the businesses any material notice, report or other document received by any of the Acquired Companies from any Governmental Body, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Acquired Companies’ normal business operations. Without limiting the generality The Company shall promptly notify Parent of the receipt by any Acquired Company of any written notice or other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the other Contemplated Transactions. Notwithstanding the foregoing: (1) nothing in this Section 4.1(a) shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives to the extent such (x) disclosure would violate any applicable Legal Requirement or jeopardize the attorney-client privilege, during work-product doctrine or other legal privilege held by any Acquired Company or (y) information is prohibited from being disclosed pursuant to the Pre-Closing Periodterms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement; and (2) if any Acquired Company or any Representative of any Acquired Company does not provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Acquired Company determines that it will not provide or cause or permit it Representatives to provide such access or such information) provide a written notice to Parent stating that it is withholding such access or such information and stating the justification therefor, and shall use its reasonable best efforts to provide the applicable information in a way that would not violate such Legal Requirement, jeopardize such privilege or breach such confidentiality provisions (it being understood that, at Parent’s written request, the Company shall furnish promptly use its reasonable best efforts to obtain any required consent of such third party under such applicable Company Contract to permit such disclosure to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestor Parent’s Representatives). In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice Any access to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction properties of any of the conditions Acquired Companies pursuant to this Section 4.1(a) will be subject to compliance with reasonable security measures and reasonable health and safety measures established by the Company in the ordinary course of business and will not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth in Annex I impossible or unlikely or that has had this Section 4.1(a) by electronic means if physical access is not reasonably feasible or would reasonably not be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalpermitted under applicable COVID-19 Measures.

Access and Investigation. During the period from the date hereof through Agreement Date until the Closing earlier of the Merger Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Acquired Corporations to the Acquired CompaniesCorporations’ Representatives, personnel personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at a reasonable investigation time, under the supervision of the businesses appropriate personnel of the Acquired Companies. Without limiting Corporations and in such a manner as not to unreasonably interfere with the generality normal operation of the foregoingbusiness of the Acquired Corporations and shall be subject to the Confidentiality Agreement dated February 23, during the Pre-Closing Period, the Company 2015. Nothing herein shall furnish promptly require any Acquired Corporation to disclose any information to Parent (i) a copy of each reportif such disclosure would, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Laws; provided, further, that information shall during the Pre-Closing Period give prompt written notice be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the Company, if it becomes aware extent reasonably required for the purpose of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply complying with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalapplicable Antitrust Laws.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of the Company as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to: (a) provide Parent and Parent’s its Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel Company and assets its Representatives and to the assets of the Company and its Subsidiaries, including all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide Parent and Parent’s its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company shall, and shall cause its Representatives to, cause its senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating its chief financial officer and other data officers responsible for the Company’s financial statements and information regarding the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as Parent may reasonably request; deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrules and regulations relating thereto. Without Subject to Section 6.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall furnish promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the CompanyAlaska Corporations, Parent or Acquisition Co. Merger Sub, respectively, in connection with the Offer, the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing in herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 shall require be subject to the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalConfidentiality Agreement.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate with Parent , in its each case for any reasonable investigation business purpose related to the consummation of the businesses Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting the generality Nothing herein shall require any of the foregoingAcquired Companies to disclose any information to Parent if such disclosure would, during the Pre-Closing Period, the Company shall furnish promptly in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period basis that does not waive such privilege with the SEC, and respect thereto) or (ii) all other contravene any applicable Legal Requirement or Contract (so long as the Acquired Companies have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information concerning its business, properties and personnel as Parent may to the extent doing so could reasonably request. In addition, (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall during the Pre-Closing Period give prompt written notice to Parentcomply with, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it instruct Parent’s Representatives to comply with or satisfy in any material respect any covenantwith, condition or agreement to be complied with or satisfied by it all of its obligations under this the Mutual Confidentiality Agreement, (C) the occurrence effective as of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse EffectFebruary 10, and (D) the commencement of any litigation or Proceeding against the Company2017, Parent or Acquisition Co. Nothing in this Section 5.1 shall require as amended on August 20, 2017, between the Company to provide and Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal(the “Confidentiality Agreement”).

Access and Investigation. During the period from the date hereof through Agreement Date until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company and its directors, employees and officers shall, and the Company shall cause the respective direct its other Representatives of the Company and Subsidiaries to: Company, (a) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representativesofficers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and information relating to the Acquired Companies; (b) provide to furnish to Parent such financial and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; , provided, that Parent and (c) fully cooperate with Parent in its reasonable investigation Representatives shall use such access and information solely for the purpose of the businesses consummation of the Acquired Companies. Without limiting the generality of the foregoing, during the PreTransactions and post-Closing Period, the Company shall furnish promptly to Parent (i) a copy integration planning or otherwise for purposes of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to exercising Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation ’s rights or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it remedies under this Agreement. The foregoing notwithstanding, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 nothing herein shall require the Company to provide disclose any information to the extent the disclosure of such information would jeopardize any attorney-client or other legal privilege or contravene any applicable Law (including Antitrust Law); provided, that the Company shall reasonably cooperate with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto or contravene such applicable Law. No investigation pursuant to this Section 6.1 shall affect, or be deemed to modify or waive, any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto or otherwise limit or affect the remedies available to Parent or Acquisition Co. Purchaser pursuant to this Agreement. All requests for access pursuant to this Section 6.1 must be directed to the Chief Business Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Purchaser shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any information relating of the other Transactions without the Company’s prior written consent (such consent not to an Alternative Transaction Proposalbe unreasonably withheld, conditioned or delayed), and Parent and Purchaser acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of (i) the Merger Effective Time and (ii) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause the respective its Representatives of the Company and Subsidiaries to: (aA) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representativesrespective Representatives of the Company and each of the Company Subsidiaries, personnel and assets books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to all existing the Company and the Company Subsidiaries; (B) provide Parent and Parent’s Representatives with copies of such books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent Company and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies Company and their financial conditionthe Company Subsidiaries, as Parent may reasonably request; and (cC) fully cooperate permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with Parent in its reasonable investigation the chief financial officer and other officers and managers of the businesses Company and the Company Subsidiaries responsible for the Company’s financial statements and the internal controls of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel discuss such matters as Parent may reasonably request. In addition, deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Company shall during the PreXxxxxxxx-Closing Period give prompt written notice to Parent, Xxxxx Act and the rules and regulations relating thereto or otherwise in connection with the Offer and the Merger. Information obtained by Parent shall during or Purchaser pursuant to this Section 5.1 will constitute “Evaluation Material” under the Pre-Closing Period give prompt written notice Confidentiality Agreement and will be subject to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any provisions of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Confidentiality Agreement. Nothing in this Section 5.1 shall will require the Company or any Company Subsidiary to provide permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would: (x) violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (y) result in a violation of applicable Law; or (z) reasonably be expected to violate or result in a loss or impairment of any attorney-client privilege or work product privilege or similar legal protection. No information or knowledge obtained by Parent or Acquisition Co. with Purchaser pursuant to this Section 5.1 shall affect or be deemed to affect or modify any information relating to an Alternative Transaction Proposalrepresentation, warranty, covenant or agreement made by the Company set forth in this Agreement.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time or the termination of this Agreement (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Opnext Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the chief financial officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Companies and their financial condition, internal controls of the Opnext Corporations to discuss such matters as Parent may reasonably request; deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Opnext Corporations or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing Merger Sub in this Section 5.1 shall require connection with the Company to provide Parent Merger or Acquisition Co. with any information relating to an Alternative Transaction Proposalof the other Contemplated Transactions.

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during During the Pre-Closing Period, the Company shall furnish promptly to Parent upon reasonable notice (i) a copy of each report, schedule, registration statement Geron shall afford BioTime’s and BAC’s officers and other document filed by authorized Representatives reasonable access, during normal business hours, to Geron’s books and records (or portions thereof) pertaining solely to the Company during Contributed Geron Assets and the Pre-Closing Period Assumed Geron Liabilities (provided that such access does not unreasonably interfere with the SECongoing business or operations of Geron) and (ii) Geron shall furnish to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Assumed Geron Liabilities as BioTime or BAC may reasonably request and as is necessary or required for inclusion in (and Geron shall use commercially reasonable efforts to provide reasonable access to Geron’s independent registered accountants with respect to the Contributed Geron Assets and the Assumed Geron Liabilities to facilitate the preparation of) the Proxy Statement, the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and the BAC Prospectus pursuant to Section 4.7 of this Agreement and to comply with the reporting obligations of BioTime under the Exchange Act; provided, however, that (i) such access to Geron’s independent registered accountants will be subject to customary exceptions to be negotiated with such accountants, and BioTime shall reimburse Geron for the reasonable fees and expenses of Geron’s independent registered accountants, if any, in connection therewith, and (ii) all Geron shall not be required pursuant to this Agreement to permit any inspection or other information concerning its businessaccess, properties and personnel as Parent may reasonably request. In additionor to disclose any information, that in the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware reasonable judgment of Geron could (A) result in the disclosure of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respecttrade secrets, (B) jeopardize protections afforded Geron under the failure by it to comply with attorney-client privilege or satisfy in any material respect any covenantthe attorney work product doctrine, condition or agreement to be complied with or satisfied by it under this Agreement, (C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Contract; provided, however, that in the occurrence case of an event information as to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable efforts to obtain permission to disclose the information to BioTime, provided that BioTime agrees to enter into a confidentiality agreement acceptable to the applicable third party. Geron shall use its commercially reasonable efforts to preserve intact, and maintain access to, the Data Room for BioTime’s and BAC’s respective officers and other authorized Representatives and shall provide reasonable access, upon reasonable notice and during normal business hours, to Geron personnel who have knowledge about the Contributed Geron Assets. Geron shall provide BioTime and BAC with electronic copies of all of the contents of the Data Room as of the date hereof. BioTime hereby agrees that any information or circumstance knowledge obtained pursuant to this Section 4.1(a) shall be subject to the terms of that could be reasonably expected certain Mutual Confidential Disclosure Agreement, dated as of February 22, 2012, by and between Geron and BioTime (the “CDA”). BioTime’s and BAC’s officers and other Representatives shall have the right to make the timely satisfaction of any copies of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, books and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in records and other documents and information provided under this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal4.1(a).

Access and Investigation. (a) During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives ensure that each of the Company other Inphi Entities and Subsidiaries toits and their respective Representatives: (ai) provide Parent Marvell and ParentMarvell’s Representatives with reasonable access to the Acquired CompaniesInphi Entities’ Representativespersonnel, personnel properties and assets and to all existing books, records, Tax Returns, auditor work papers (subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Acquired CompaniesInphi Entities; and (bii) provide Parent Marvell and ParentMarvell’s Representatives with such copies of the existing books, records, Tax Returns, auditor work papers and other documents and information relating to the Acquired CompaniesInphi Entities, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionInphi Entities, in each case, as Parent Marvell may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may request for purposes reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice related to the Company, if it becomes aware of (A) any representation facilitation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction consummation of any of the conditions set forth Contemplated Transactions, in Annex I impossible or unlikely or that has had or would reasonably be expected each case, upon reasonable advance notice during normal business hours and in such a manner so as not to have a Company Material Adverse Effect, and unreasonably interfere with the normal business operations of the Inphi Entities. Notwithstanding the foregoing: (DA) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing nothing in this Section 5.1 4.1(a) shall require any Inphi Entity or its Representatives to disclose any information to Marvell or Marvell’s Representatives if such disclosure would violate any applicable law or any confidentiality agreement with a third party to which any Inphi Entity is a party as of the date of this Agreement, or jeopardize the attorney-client privilege, work product doctrine or other legal privilege held by any Inphi Entity; and (B) if any Inphi Entity does not provide or cause its Representatives to provide such access or such information in reliance on clause “(A)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Inphi Entity determines that it will not provide or cause it Representatives to provide Parent such access or Acquisition Co. with any such information) provide a written notice to Marvell stating that it is withholding such access or such information relating and stating the justification therefor, and shall use commercially reasonable efforts to an Alternative Transaction Proposalprovide the applicable information in a way that would not violate such law or such confidentiality agreement, or jeopardize such privilege.

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.Co.

Access and Investigation. During (a) Subject to any applicable Legal Requirement and any reasonable response to the period from the date hereof through the Closing of the Merger COVID-19 virus (the “PreSARS-Closing Period”COV-2) (or any mutation or variation thereof or related health condition, or any related or associated epidemics, pandemics or disease outbreaks), the Company Acquiror and its Representatives shall, at all times during normal business hours and shall cause with reasonable advance notice, have such reasonable access to the respective Representatives facilities, operations, records and properties of the Company and each of its Subsidiaries to: (ain accordance with the provisions of this Section 5.1(a) provide Parent as shall be reasonably necessary for the purpose of determining the Company’s continued compliance with the terms and Parent’s conditions of this Agreement and preparing for the integration of Acquiror and the Company following the Effective Time. Acquiror and its Representatives with reasonable access may, during such period, make or cause to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with be made such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses operations, records and properties of the Acquired Companies. Without limiting Company and each of its Subsidiaries and of their respective financial and legal conditions as Acquiror shall deem reasonably necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that such access or investigation shall not interfere with the generality normal operations of the foregoing, during the Pre-Closing PeriodCompany or any of its Subsidiaries. Upon request, the Company and each of its Subsidiaries will furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Acquiror (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by Acquiror or any of its Representatives shall furnish promptly affect the representations and warranties made by the Company in this Agreement. This Section 5.1(a) shall not require the disclosure of any information to Parent Acquiror the disclosure of which, in the Company’s reasonable judgment: (i) a copy of each report, schedule, registration statement and other document filed would be prohibited by the Company during the Pre-Closing Period with the SEC, and any applicable Legal Requirement; (ii) all other information concerning its businesswould result in the breach of any agreement with any third party in effect on the date of this Agreement; (iii) relate to pending or threatened litigation or investigations; or (iv) if disclosure might otherwise affect the confidential nature of, properties and personnel as Parent may reasonably requestor any privilege relating to, the matters being discussed. In additionIf any of the restrictions in the preceding sentence shall apply, the Company shall during and Acquiror will make appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the Pre-Closing Period give prompt written notice confidentiality of sensitive material and to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. ensure compliance with any information relating to an Alternative Transaction Proposalapplicable Legal Requirement.

Access and Investigation. (a) During the period from Interim Period, upon reasonable advance notice to the date hereof through the Closing of the Merger (the “Pre-Closing Period”)Company, the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CompaniesCompany’s and its Subsidiaries’ respective Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries; and (bii) provide furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies business, properties, and their financial conditionpersonnel of the Company and its Subsidiaries, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of the businesses appropriate personnel of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware and in such a manner as to not interfere unreasonably with the normal operation of (Athe business of the Company. All requests for information made pursuant to this Section 5.1(a) any representation shall be directed to the executive officer or warranty made other Person designated by it contained in the Company. With respect to the information disclosed pursuant to this Agreement becoming untrue or inaccurate in any material respectSection 5.1, (B) Parent shall comply with, and shall instruct the failure by it applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014 and amended as of December 29, 2015, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent and Purchaser shall not, and shall cause their respective Representatives not to, contact any employee, consultant, customer, licensee, partner, supplier or vendor of the Company in connection with the Offer, the Merger or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effectother transactions contemplated by this Agreement without the Company’s prior written consent, and (D) the commencement Parent and Purchaser acknowledge and agree that any such contact shall be arranged and supervised by Representatives of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement or the Effective Time (the “"Pre-Closing Period”"), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company's and information regarding Parent's financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall furnish promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth Alamo Corporations or the Abeline Corporations, respectively, in Annex I impossible connection with the Merger or unlikely any of the other Contemplated Transactions a reasonable time in advance of the filing or that has had or would reasonably be expected sending of such document in order to have permit a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. review thereof. Nothing in this Section 5.1 herein shall require the Company or the Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the First Effective Time or the termination of this Agreement (the “Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts to which any Acquired Corporation is a party as of the date hereof, the Company shall, and shall cause the respective directors, officers and employees of the Acquired Corporations to, and shall use its reasonable best efforts to cause the Representatives of the Company Acquired Corporations (other than their respective directors, officers and Subsidiaries to: (aother employees) to provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired CompaniesCorporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent Corporations. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s Representatives senior officers to meet, upon reasonable notice and during normal business hours, with such copies the chief financial officer and other officers of the existing books, records, Tax Returns, work papers Company responsible for the Company’s financial statements and other documents and information relating to the internal controls of the Acquired Companies, and with Corporations to discuss such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) upon the request of Parent, the Company shall provide Parent with copies of unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and (cii) fully cooperate subject to applicable Legal Requirements, the Company shall promptly provide 41. Parent with Parent in its reasonable investigation copies of the businesses any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired CompaniesCorporations in connection with the Mergers or any of the other Contemplated Transactions. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of : (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) upon the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence request of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require provide the Company with copies of unaudited monthly consolidated balance sheets of Parent and its Subsidiaries and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and (B) subject to applicable Legal Requirements, Parent shall promptly provide the Company with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Co. Merger Sub or any of Parent’s other Subsidiaries in connection with the Mergers or any information relating to an Alternative Transaction Proposalof the other Contemplated Transactions.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of (a) the Effective Time, (b) the termination of this Agreement pursuant to Section 7.1 and (c) such time as designees of Parent first constitute at least a majority of the Merger Company Board pursuant to Section 1.3(a) (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause the respective its Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Company’s Representatives, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, offices and other facilities, properties, Contracts and other documents and information relating to the Acquired CompaniesCompany; and (bii) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Acquired CompaniesCompany, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompany, as Parent may reasonably request; . Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and (c) fully cooperate with Parent in its reasonable investigation will be subject to the provisions of the businesses of the Acquired CompaniesConfidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall will require the Company to provide Parent permit any inspection, or Acquisition Co. to disclose any information, that in the reasonable judgment of the Company would: (A) violate any of its or its Affiliates’ respective obligations with any respect to confidentiality; (B) result in a violation of applicable Law; or (C) result in loss of legal protection, including the attorney-client privilege and work product doctrine; provided, that the Company shall have used commercially reasonable efforts to obtain the consent of its Affiliates and to disclose such information relating to an Alternative Transaction Proposalin a way that would not violate such applicable Law or waive such privilege.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall furnish promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth API Corporations or the Xxxx Corporations, respectively, in Annex I impossible connection with the Merger or unlikely any of the other Contemplated Transactions a reasonable time in advance of the filing or that has had or would reasonably be expected sending of such document in order to have permit a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. review thereof. Nothing in this Section 5.1 herein shall require the Company or the Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement or any non-disclosure or confidentiality agreement entered in the ordinary course of business after the date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or such agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. (a) During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives ensure that each of the Company and Subsidiaries toother Acquired Companies: (ai) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representativespersonnel, personnel properties, facilities and assets and to all existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired Companies; (bii) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; (iii) instruct the employees, counsel, accountants and other Representatives, in each case, as appropriate or relevant, of the Acquired Companies to reasonably cooperate with and make themselves reasonably available to Parent in good faith in connection with the foregoing; and (civ) fully cooperate maintain in operation the electronic data room(s) made available by the Company to Parent and its Representatives in connection with the Contemplated Transactions and continue to provide Parent in and its reasonable investigation Representatives with access through such electronic data room(s) to all information contained therein as of the businesses date of this Agreement to the same extent provided prior to the date hereof, and (v) promptly notify Parent of the commencement of any material Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at the request of Parent to update Parent at a reasonable level of detail on the status of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Companies, or any material developments in ongoing material Legal Proceedings of the Acquired Companies, in the case of the foregoing clause (i), (A) upon reasonable advance notice, during normal business hours, in accordance with reasonable procedures established by Parent and the Company and in a manner that does not unreasonably interfere with the normal operation of the business of the Acquired Companies, including any reasonable procedures established by the Acquired Companies in response to the COVID-19 pandemic; (B) as Parent may reasonably request for purposes reasonably related to the Contemplated Transactions; (C) which shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be at Parent’s sole cost and expense. Without limiting the generality generality, in each case of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide Parent, upon request, with copies of: (x) any written materials or communications sent by or on behalf of the Company to Parent its stockholders; and (iy) a copy of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Authority on behalf of any of the conditions set forth Acquired Companies in Annex I impossible connection with the Merger or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) any of the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalother Contemplated Transactions.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing of the Merger Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the Confidentiality Agreement, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired CompaniesCorporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide promptly furnish Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during During the Pre-Closing Period, the Company shall, and shall furnish promptly to Parent (i) a copy cause the Representatives of each reportof the Acquired Corporations to, schedulepermit Parent’s senior officers to meet, registration statement upon reasonable notice and during normal business hours, with the chief financial officer and other document filed by officers of the Company during responsible for the Pre-Closing Period with Company’s financial statements and the SEC, and (ii) all other information concerning its business, properties and personnel internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and all other applicable Legal Requirements. In additionNotwithstanding the foregoing, any such access, investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the Company shall during business or operations of the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation Acquired Corporations or warranty made by it contained in this Agreement becoming untrue or inaccurate otherwise result in any material respectsignificant interference with the prompt and timely discharge of the normal duties of the Acquired Corporations. None of the Acquired Corporations shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its clients, (B) jeopardize the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction attorney-client privilege of any of the conditions set forth Acquired Corporations or contravene any Legal Requirement or binding agreement entered into prior to the date of this Agreement. The parties hereto will use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) which the commencement restrictions of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalpreceding sentence apply.

Access and Investigation. During the period from the date hereof through execution and delivery of this Agreement until the Closing earlier of the Merger Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the Company’s Representatives to provide Parent, Purchaser and each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel Company’s designated Representatives and assets and properties, and to all existing books, records, Tax Returns, work papers and other papers, documents and information relating to the Acquired Companies; (b) Company Entities, and promptly provide Parent Parent, Purchaser and Parent’s each of their respective Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Company Entities and other documents and information relating to the Acquired Companies, and with such additional financial, operating operating, Tax and other data and information regarding the Acquired Companies and their financial conditionCompany Entities, as Parent and/or Purchaser and/or their respective Representatives may reasonably request; and (c) fully cooperate with Parent , in its each case for any reasonable investigation business purpose related to the consummation of the businesses Transactions (including with respect to integration planning related thereto); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies. Without limiting Company and in such a manner as not to unreasonably interfere with the generality normal operation of the foregoing, during the Pre-Closing Period, business of the Company Entities. Nothing herein shall furnish promptly require the Company to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent (i) a copy of each report, schedule, registration statement and jeopardize any attorney-client or other document filed by legal privilege (so long as the Company during the Pre-Closing Period has reasonably cooperated with the SECParent and Purchaser and has used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), and or (ii) all other information concerning its business, properties and personnel contravene any applicable Legal Requirement (so long as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice permit disclosure to the Companyextent permitted by Legal Requirements). Notwithstanding the foregoing, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing nothing in this Section 5.1 shall require the Company to provide disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the Board of Directors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, (y) any Acquisition Co. with any Proposal or (z) a Company Adverse Change Recommendation. With respect to the information relating disclosed pursuant to an Alternative Transaction Proposalthis Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement, dated March 3, 2023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CompaniesCompany; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CompaniesCompany, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompany, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company and in such a manner as not to unreasonably interfere with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestCompany. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 herein shall require the Company to provide Parent or Acquisition Co. with disclose any information relating to an Alternative Transaction ProposalParent if such disclosure would, in its reasonable discretion and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Legal Requirement; provided, however, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated July 24, 2012, as amended, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement in accordance with Section 8 or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Tetraphase Companies or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing in this Section 5.1 herein shall require the Company or Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause the their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompany, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Nothing herein shall require any Acquired Company shall furnish promptly to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period basis that does not waive such privilege with the SEC, and respect thereto) or (ii) all other contravene any applicable Legal Requirement or binding confidentiality agreement entered into by an Acquired Company prior to the date of this Agreement (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information concerning its businesson a basis that does not contravene any applicable Legal Requirement or confidentiality agreement); provided, properties further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and personnel as Parent disclosure may reasonably request. In additionbe limited to external counsel for Parent, to the extent the Company determines that doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall during the Pre-Closing Period give prompt written notice to Parentcomply with, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it instruct Parent’s Representatives to comply with or satisfy in any material respect any covenantwith, condition or agreement all of its obligations under the Confidentiality Agreement dated November 3, 2017, between the Company and Mallinckrodt LLC (the “Confidentiality Agreement”). All requests for information made pursuant to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require be directed to the Company to provide Parent executive officer or Acquisition Co. with any information relating to an Alternative Transaction Proposalother Person designated by the Company.

Access and Investigation. During the period from the date hereof through of this Agreement and continuing until the Closing earlier of the Merger termination of this Agreement pursuant to Section 8 or the Effective Time (the “Pre-Closing Period”), the Company shall, and shall cause its Representatives and each of the Acquired Companies and their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; and (b) provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; provided that access to any information covered by attorney-client privilege, work product or similar protection will be appropriately limited and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesmade under a mutually acceptable common interest agreement. Without limiting the generality of the foregoing, during During the Pre-Closing Period, Parent may make inquiries of Persons having business relationships with the Acquired Companies (including suppliers, licensors and customers) and the Company shall furnish promptly cause each Acquired Company to help facilitate (and shall cooperate fully with Parent (iin connection with) a copy such inquiries, in each case subject to all applicable Legal Requirements. The Company shall deliver to Parent: as soon as practicable after the end of each reportmonthly accounting period, scheduleand in any event within 15 days after the end of each such calendar month, registration unaudited consolidated financial statements of the Acquired Companies (consisting of a balance sheet, income statement and other document filed by statement of cash flows) as of the Company during end of each such monthly accounting period, in each case prepared in accordance with GAAP applied on a basis consistent with the basis on which the Financial Statements were prepared and in accordance with the Company’s historic past practice (the “Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalFinancial Statements”).

Access and Investigation. During The Seller shall give the period Purchaser and its representatives (including the Purchaser’s accountants, counsel, consultants, employees, and such other representatives as the Purchaser may designate from the date hereof through the Closing time to time) and representatives of the Merger (Purchaser’s financing sources, upon reasonable notice and during normal business hours and without unreasonable interference with the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives operation of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable Business, full access to the Acquired Companies’ RepresentativesOwned Real Property, personnel and assets and to all existing the Leased Real Property, Contracts, Purchased Assets, books, records, Tax Returnsand affairs of the Seller, work papers and other documents and information relating provided that the Purchaser will not (i) be permitted to conduct subsurface testing on any Owned Real Property or Leased Real Property, (ii) influence or control, or seek to influence or control, customer pricing decisions by the Business’ management or (iii) control or direct the business operations of the Business prior to the Acquired Companies; (b) provide Parent Closing Date. From the date hereof and Parent’s Representatives with such copies up to and including the Closing Date, the Seller shall and shall cause members of the existing booksSeller Group and its and their respective officers and employees to furnish to the Purchaser all documents, records, Tax Returns, work papers and other documents and information relating (and copies thereof) related to the Acquired Companies, Business and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Purchased Assets as Parent may reasonably request; and (c) fully cooperate with Parent in the Purchaser or its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent representatives may reasonably request. In additionThe Seller shall provide the Purchaser and its representatives access to the Employees to the extent necessary to permit the Purchaser to comply with its obligations under Article 10. From the date hereof and following the Closing Date, the Company Seller shall during use its reasonable best efforts to provide the Pre-Closing Period give prompt written notice to ParentPurchaser, and shall exercise the Parent shall Seller’s rights under the Alcan Transaction Document to cause Rio Tinto to provide the Purchaser, such financial and other information as is reasonably required by the Purchaser to enable the Purchaser to prepare (i) unaudited statements of operations of the Business for the three months ended March 31, 2010 and 2009 (or other interim periods during the Pre-Closing Period give prompt written notice to the Companythese periods which may be required), if it becomes aware (ii) audited statements of (A) any representation or warranty made by it contained in the assets acquired and liabilities assumed pursuant to this Agreement becoming untrue or inaccurate in any material respectas at December 31, 2009 and 2008 and (B) revenues and direct expenses attributable to the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any Business for each of the conditions set forth three years in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effectthe period ended December 31, 2009 and (Diii) footnotes to the commencement financials thereto, all of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing (i) - (iii) being prepared in this Section 5.1 shall require the Company adequate detail to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalmeet Purchaser’s SEC reporting requirements.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement in accordance with Section 8 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to: (a) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companiessuch Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Acquired CompaniesPre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Tetraphase Companies or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing in this Section 5.1 herein shall require the Company or Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time or the earlier termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), the Company shall, shall and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours, on reasonable prior notice, to the Acquired Companies’ Representatives, personnel and assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide or make available to Parent and Parent’s Representatives with Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, Corporations and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Corporations as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, the Company and Parent shall furnish promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Company, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other Contemplated Transactions The foregoing shall not require the Company to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) a copy the disclosure of each report, schedule, registration statement and other document filed by any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege or (iii) the violation of any applicable Legal Requirement;. Without limiting the generality of the foregoing, during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In additionsubject to applicable Antitrust Laws, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to promptly provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.with:

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to: (a) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the Acquired Companiesoperation of any business conducted by the Company or any of its Subsidiaries; and (b) provide the Representatives of Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to of the Acquired CompaniesCompany and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), (x) the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Target Company is a party); provided that the parties shall, to the extent reasonably practicable, disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspection of, or to disclose: (i) any information concerning Acquisition Proposals, which shall be governed by Section 4.4, (ii) any information regarding the deliberations of the Company Board or the Special Committee with respect to the Contemplated Transactions or any similar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the Company’s, the Company shall furnish promptly to Parent (i) a copy of each reportBoard’s, scheduleor any Special Committee’s financial, registration statement and other document filed by the Company during the Pre-Closing Period accounting, or legal advisors with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice respect to the Company, if it becomes aware of (A) Contemplated Transactions or which is subject to an attorney/client or an attorney work product privilege. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement. No access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalherein.

Access and Investigation. During the period from the date hereof through Agreement Date until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause the respective direct its other Representatives of the Company and Subsidiaries to: Company, (a) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representativesofficers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and information relating to the Acquired Companies; (b) provide to furnish to Parent such financial and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; , but in the case of clauses (a) and (c) fully cooperate with Parent in its reasonable investigation b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the businesses of Company following the Acquired Companies. Without limiting Closing or the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected condition to have a Company Material Adverse EffectClosing. The foregoing notwithstanding, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 nothing herein shall require the Company to provide Parent permit any inspection or Acquisition Co. with testing, or to disclose any information, that in the reasonable judgment of the Company would be materially detrimental to the Company’s business or operations nor shall anything herein require the Company to disclose any information relating to Parent if (i) such disclosure would, in the Company’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law (including Antitrust Law) or fiduciary duty or (ii) in the Company’s reasonable discretion, such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines doing so is required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of June 1, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an Alternative Transaction Proposalexecutive officer of the Company or other person designated by the Company in writing. Nothing in this Section 6.1 will be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals, opinions or other information.

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause the respective its Representatives, its Subsidiaries and its Subsidiaries’ Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Acquired Companies’ Company’s Representatives, personnel personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Acquired Companies; Company and its Subsidiaries, and (bii) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries, and with such any available or reasonably producible additional financial, operating and other data and information regarding the Acquired Companies Company and their financial conditionits Subsidiaries, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company and in such a manner as not to unreasonably interfere with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestSubsidiaries. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 herein shall require the Company to provide disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Acquisition Co. with any information relating Purchaser pursuant to an Alternative Transaction Proposalthis Agreement.

Access and Investigation. During the period from Between the date hereof through of this Agreement and the Closing of the Merger (the “Pre-Closing Period”)Date, the Company shalland upon reasonable notice, Seller will, and shall cause the respective Representatives of the Company and Subsidiaries to: its Representatives to (ai) provide Parent afford Buyer and Parent’s its Representatives with reasonable access and prospective lenders and their Representatives (collectively, “Buyer Group”) access, during regular business hours, to the Acquired Companies’ RepresentativesCompany’s personnel, personnel properties, Contracts, Permits, books and assets and to all existing books, records, Tax Returns, work papers records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Companiesoperations of the Company; (bii) provide Parent and Parent’s Representatives furnish Buyer Group with such copies of the existing booksall such Contracts, recordsPermits, Tax Returns, work papers books and records and other existing documents and information relating to the Acquired Companies, and data as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding (to the Acquired Companies extent such data and their financial condition, information already exists) as Parent Buyer may reasonably request; (iv) afford Buyer reasonable access to the Significant Suppliers and Significant Customers of the Company in a manner as shall be mutually agreeable between Buyer and Seller, and (cv) fully otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Parent in its reasonable Buyer’s investigation of the businesses of properties, assets and financial condition related to the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestCompany. In addition, Buyer shall, with the Company shall during prior consent of Seller, have the Pre-Closing Period give prompt written notice right to Parenthave the Real Property and Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the Parent shall during physical condition and legal characteristics of the Pre-Closing Period give prompt written notice Real Property and Personal Property. Buyer Group shall, with the prior consent of Seller, have access to the CompanyReal Property and facilities thereon for the purpose of conducting appropriate environmental tests, if it becomes aware of (A) any representation inspections or warranty made by it investigations, including Phase I environmental investigations, all at Buyer’s expense. Nothing contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require affect the Company survival of the representations, warranties, covenants, agreements and indemnities of Seller hereunder or the conditions to provide Parent or Acquisition Co. with any information relating the obligations of Buyer to an Alternative Transaction Proposalclose as set forth in Section 7.1 hereof.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing acceptance of shares of Company Common Stock for purchase pursuant to the Merger Offer (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Companies to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies; and (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact (such approval not to be unreasonably withheld). Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (Aa) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (Bb) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (Cc) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (Dd) the commencement of any litigation or Proceeding against or affecting this Agreement, the Company, Parent Offer or Acquisition Co. Nothing the Merger. Notwithstanding anything in this Section 5.1 to the contrary, no notice, report or document given pursuant to this Section 5.1 shall require have any effect on the Company to provide Parent representations, warranties, covenants or Acquisition Co. with agreements contained in this Agreement for purposes of determining satisfaction of any information relating to an Alternative Transaction Proposalcondition contained herein.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing earlier of the Merger Effective Time or the valid termination of this Agreement in accordance with Section 9 (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of each of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers papers, Acquired Corporation Contracts and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide Parent and Parent’s Representatives with such copies of the such existing books, records, Tax Returns, work papers papers, Acquired Corporation Contracts and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoingprevious sentence, (i) the Company shall deliver to Parent the financial statements and other information the Company delivers or is required to deliver to Insight or any of its affiliates pursuant to paragraphs “(a)” through “(e)” of Section 8.1 of the Securities Purchase Agreement, dated as of June 28, 2002, among Insight, the Company and certain other parties, in accordance with the terms thereof (without giving effect to any waiver by Insight or any of its affiliates of any of such provisions), and (ii) during the Pre-Closing Period, the Company shall, and shall furnish promptly cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet with the controller and other officers of the Acquired Corporations responsible for the Company’s financial statements, the internal controls of the Acquired Corporations and the disclosure controls and procedures of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate for Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations relating thereto. Notwithstanding anything in this Section 5.1 to the contrary, (i) the activities referred to in this Section 5.1 shall be conducted in such a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period manner so as not to interfere unreasonably with the SECoperation of the businesses of the Acquired Corporations, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during may limit the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice access described in this Section 5.1 to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or extent such access would reasonably be expected to have to, in the opinion of the Company’s outside counsel, materially violate any applicable Legal Requirement or result in a Company Material Adverse Effect, and (D) the commencement material violation of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalAcquired Corporation Contract that constitutes a Material Contract.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of the Merger termination of this Agreement and the Effective Time (the “Pre-Closing Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired CompaniesCorporations’ Representatives, personnel books, records, Tax Returns, material operating and assets financial reports, work papers and other documents and information relating to all existing the Acquired Corporations; (b) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with Parent in its reasonable investigation the chief financial officer and other officers and managers of the businesses Company responsible for the Company’s financial statements and the internal controls of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly Corporations to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto or otherwise in connection with the Merger. In additionInformation obtained by Parent or Merger Sub pursuant to this Section 4.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 4.1 will require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would: (i) violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (ii) result in a violation of applicable Legal Requirements; or (iii) result in a loss of the attorney-client privilege or work product doctrine of the Company or any of its Subsidiaries; provided, that with respect to clauses (i) through (iii) of this Section 4.1, (A) the Company shall during use commercially reasonable efforts to (1) obtain the Pre-Closing Period give prompt written notice consent of any Third Party required to Parentprovide such access or disclosure, or (2) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware and (B) any information that otherwise would be withheld shall be provided to outside legal counsel to Parent to the extent required to comply with applicable Legal Requirements, including antitrust Legal Requirements; and, provided further, that prior to the Company disclosing any information that legal counsel to the Company reasonably believes would result in a loss of (A) the attorney-client privilege or work product doctrine, Parent and the Company will enter into a mutually acceptable common interest agreement. No investigation pursuant to this Section 4.1 or by Parent or its Representatives at any time prior to or following the Agreement Date shall affect or be deemed to modify any representation or warranty made by it contained in this Agreement becoming untrue the Company herein, the covenants or inaccurate in any material respect, (B) agreements of the failure by it parties hereto or the conditions to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it the obligations of the parties hereto under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel Company’s designated Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) Corporations, and promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Acquired Corporations and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each reportbasis that does not waive such privilege with respect thereto), schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Confidential Disclosure Agreement dated March 21, properties and personnel 2019, as Parent may reasonably request. In additionamended April 22, 2019, between the Company shall during and Parent (the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this “Confidentiality Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal”).

Access and Investigation. (a) During regular business hours in the period from the date hereof of this Agreement through the Closing of the Merger Effective Time (the “"Pre-Closing Period”"), subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (ai) provide Parent and Parent’s 's Representatives with reasonable access to the Acquired Companies’ Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (bii) provide Parent and Parent’s 's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish as promptly to as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (iA) a copy of each report, schedule, registration statement all material operating and other document filed financial reports prepared by the Company during and its Subsidiaries for the Pre-Closing Period with Company's senior management, including (1) copies of the SECunaudited monthly consolidated income statements of the Company and its consolidated Subsidiaries and the related unaudited quarterly consolidated balance sheets, statements of shareholders' equity and statements of cash flows and (ii2) all other information concerning its businesscopies of any sales forecasts, properties marketing plans, development plans and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to hiring reports prepared for the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, 's senior management; (B) any written materials or communications sent by or on behalf of the failure by it Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, its shareholders; (C) the occurrence of an event any material notice, document or circumstance that could be reasonably expected to make the timely satisfaction other communication sent by or on behalf of any of the conditions set forth Acquired Corporations to any party with respect to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party with respect to any Acquired Corporation Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Corporation Contract and that is of the type sent in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, the ordinary course of business and consistent with past practices); (D) any notice, report or other document filed with or sent to any Governmental Body in connection with the commencement Merger or any of the other transactions contemplated by this Agreement; and (E) any litigation material notice, report or Proceeding against other document received by any of the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with Acquired Corporations from any information relating to an Alternative Transaction ProposalGovernmental Body.

Access and Investigation. During the period from From the date hereof through of this Agreement until the earlier to occur of the Closing Date or termination of the Merger this Agreement, (the “Pre-Closing Period”), the Company a) Weatherford shall, and shall cause the respective Asset Sellers and the Target Companies to allow Acquiror and its Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access access, at all reasonable times during normal business hours, upon reasonable notice, to the Acquired Companies’ officers, employees and other personnel, attorneys, accountants and other Representatives, personnel records and assets files, correspondence, audits and properties, as well as to all existing books, records, Tax Returns, work papers and other documents and information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the Acquired Companiesoperations and affairs of the Business; and (b) Weatherford shall provide Parent and Parent’s Representatives Acquiror with such copies monthly sales summary statements by the fifteenth (15th) day of each month (beginning the existing books, records, Tax Returns, work papers and other documents and information first full month after the execution of this Agreement) relating to the Acquired Companies, preceding month setting forth the monthly sales by dollars and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesby country. Without limiting the generality of Notwithstanding the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of neither Weatherford nor any of the conditions set forth in Annex I impossible Asset Sellers or unlikely or the Target Companies shall be required to provide any information that has had or (x) it reasonably believes it may not provide to Acquiror by reason of applicable Law, (y) the disclosure of which would reasonably be expected to have jeopardize applicable attorney/client privilege or work product protections; provided that Acquiror and Weatherford shall consider in good faith on a Company Material Adverse Effectcase-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Weatherford provides Acquiror with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Steven MxXxxxxx xx Xxxxherford, unless such individual directs otherwise, and in no event shall Acquiror or anyone on Acquiror’s behalf communicate with any past, present or prospective supplier, customer, consultant, employee or agent of the Business, or with any Governmental Authority (D) other than with respect to approvals under competition laws contemplated hereby), concerning or related to the commencement transactions contemplated hereby, unless Weatherford consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed, except as required by Law and in connection with any required filings with any Governmental Authority. For the avoidance of doubt, the term “inspection” herein shall not encompass, and neither Acquiror nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Weatherford in its sole discretion), any litigation invasive, surface or Proceeding against subsurface testing or sampling, for the Companyconduct of a “Phase II” on-site investigation or otherwise. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, Parent or Acquisition Co. Nothing ACQUIROR SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD WEATHERFORD AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY ACQUIROR, ACQUIROR’S AFFILIATES OR ANY PERSON ACTING ON ACQUIROR’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT WEATHERFORD CONSENTS TO SUCH ACTIVITIES), EXCEPT TO THE EXTENT OF ANY LOSSES IS CAUSED BY WEATHERFORD OR ITS AFFILIATES. Acquiror shall, and shall cause its Representatives to, in connection with the conduct of the due diligence investigations described in this Section 5.1 shall require the Company 4.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Weatherford and provided to provide Parent Acquiror regarding such Person’s actions while upon, entering or Acquisition Co. with leaving any information relating to an Alternative Transaction ProposalReal Property.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel Company’s designated Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) Corporations, and promptly provide Parent and Parent’s Representatives with such copies all reasonably requested information regarding the business of the existing books, records, Tax Returns, work papers Acquired Corporations and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and subject to any reasonable restrictions imposed in connection with the COVID-19 pandemic. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement discretion and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written after notice to Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations has reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all obligations under the Confidential Disclosure Agreement dated October 27, 2021, between the Company and Parent (the “Confidentiality Agreement”). It is acknowledged and agreed that Parent and the Parent shall during the Pre-Closing Period give prompt written notice Company are also parties to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Collaboration and License Agreement, (C) dated November 15, 2019, which shall continue to apply with respect to the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth information disclosed pursuant thereto in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. accordance with any information relating to an Alternative Transaction Proposalits terms.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time and the valid termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall the Company shall, at reasonable times and upon reasonable notice, cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access access, during normal business hours, to the Acquired CompaniesCorporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Corporations as Parent may reasonably request; request (in each case subject to such non-disclosure as may be necessary to avoid waiver of legal privileges). During the Pre-Closing Period, the Company shall, and (c) fully cooperate with Parent in its reasonable investigation the Company shall cause the Representatives of the businesses each of the Acquired CompaniesCorporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to provide Parent with copies of: (i) a copy unaudited monthly consolidated balance sheets of each reportthe Acquired Corporations and the related unaudited monthly consolidated statements of operations, scheduleand, registration statement and if prepared, statements of cash flows; (ii) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; (iii) any material notice, report or other document received by any of the Company Acquired Corporations from any Governmental Body; and (iv) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations, including the Specified Proceedings. Subject to applicable Legal Requirements, during the Pre-Closing Period Period, Parent shall promptly provide the Company with a copy of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the SECMerger or any of the other Contemplated Transactions, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of than: (A) any representation documents that are required to be filed under Section 4(c) of the HSR Act or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, similar Legal Requirement; and (B) the failure by it any such notice, report or other document that Parent determines in good faith contains highly sensitive and confidential information and with respect to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that which Parent has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.so notified the

Access and Investigation. During Prior to the period Closing, upon reasonable notice from the date hereof through Purchaser to the Closing Sellers given in accordance with this Agreement, the Sellers will afford to the officers, attorneys, accountants or other authorized representatives of the Merger Purchaser reasonable access during normal business hours to the facilities, assets, books and records, and management personnel of the Companies, Autronics US (to the “Pre-Closing Period”extent relating to the US Business), P&G plc (to the Company shallextent relating to the UK Business) Spirent plc (with respect to the UK Lease Sites), and shall cause Spirent GmbH (to the respective Representatives extent relating to the German Business), so as to afford the Purchaser a reasonable opportunity to make, at its sole cost and expense, such additional review, examination and investigation of the Companies, the Assets, the US Business, the UK Business, and the German Business as the Purchaser may reasonably desire to make; provided, however, that the Purchaser shall not be permitted such access to the extent that the Sellers or the Companies are prohibited from granting such access pursuant to any Law, Order or rule of any regulatory body applicable to any Seller or any Company wherever located. Sellers shall instruct their accountants and Subsidiaries to: (a) advisers to reasonably cooperate with the Purchaser and to provide Parent and Parent’s Representatives Purchaser with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, such accountants (including their work papers to the extent available to the Sellers) and advisers, all at Purchaser's cost and expense. Whether or not the Closing occurs, the Purchaser will, and will cause each of its Affiliates and authorized representatives to, treat in confidence and not disclose any and all documents, materials and other documents and information relating disclosed by or on behalf of the Sellers, the Companies or any of their respective Affiliates, whether before, during or after the course of the negotiations leading to the Acquired Companies; execution of this Agreement or thereafter, in accordance with that certain Confidentiality Agreement between the Sellers and the Purchaser dated October 3, 2001 (b) provide Parent and Parent’s Representatives with the "Confidentiality Agreement"), provided that if the Closing occurs, the Confidentiality Agreement shall no longer be applicable to any such copies of the existing booksdocuments, records, Tax Returns, work papers and materials or other documents and information relating which relate to the Acquired CompaniesCompanies or the Businesses, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalwhich constitute Assets.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel Company’s designated Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Pxxxxx’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate , in such a manner as not to unreasonably interfere with Parent in its reasonable investigation the normal operation of the businesses business of the Acquired Companies. Without limiting the generality Nothing herein shall require any of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly Acquired Companies to disclose any information to Parent (i) a copy of each reportif such disclosure would, schedule, registration statement in the Company’s reasonable discretion and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written after notice to Parent, and (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law (so long as the Acquired Companies have reasonably cooperated with Parent to permit disclosure to the extent permitted by Law). With respect to the information disclosed pursuant to this Section 5.1, Parent shall during the Pre-Closing Period give prompt written notice use commercially reasonable efforts to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effectmaintain, and (D) direct its Representatives to maintain, the commencement confidentiality of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalsuch information.

Access and Investigation. (a) During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CompaniesCorporations’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies Corporations’ business, properties, prospects and their financial conditionpersonnel, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company, and in such a manner as to not to interfere unreasonably with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoingCompany. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated January 12, 2015, between the Company and Parent (the “Confidentiality Agreement”). In addition, subject to applicable Law, during the Pre-Closing Period, the parties shall coordinate with each other and the other’s Representatives with respect to communications with Company shall furnish promptly to Parent (i) a copy Associates and customers and vendors of each report, schedule, registration statement and other document filed by the Company during the Preregarding post-Closing Period transition, integration and related matters; provided, however, that any such communications shall be conducted in such a manner as to not interfere with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, normal operation of the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to business of the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.

Access and Investigation. During (a) Subject to applicable Law and the other provisions of this Section 5.1, during the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement (the “Pre-Closing Period”), upon reasonable advance notice to the other party, the Company and Parent each shall, and shall cause the their respective Representatives of the Company and Subsidiaries to: (a) provide Parent afford the other party and Parent’s its Representatives with reasonable access during its normal business hours to the Acquired Companies’ Representativesits officers, personnel employees, agents, properties, offices and assets other facilities and to all existing books, Contracts, records, Tax Returns, work papers (upon receipt of any required consents from any party) and other documents and information relating concerning its business, properties and personnel as may be reasonably requested. All requests for information made pursuant to this Section 5.1(a) shall be directed to the Acquired Companies; (b) provide Parent and executive officer or other Person designated by the Company or Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesapplicable. Without limiting the generality of the foregoingIn addition, during the Pre-Closing Period, the Company shall, and shall furnish cause the other Acquired Corporations to, (A) furnish, as promptly as reasonably practicable, to Parent (i) a copy of each reportall interim financial statements prepared in the ordinary course of business as the same become available and (B) subject to applicable Law, schedulecooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, registration statement and other document filed by the Company during the Pre-Closing Period together with the SECAcquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (A) and (iiB) all other interfere unreasonably with the normal operation of the business of the Company. With respect to the information concerning its business, properties and personnel as Parent may reasonably request. In additiondisclosed pursuant to this Section 5.1, the Company and Parent shall during the Pre-Closing Period give prompt written notice to Parenteach comply with, and shall instruct their respective Representatives to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated May 23, 2018, between the Company and Parent shall during and the Pre-Closing Period give prompt written notice Clean Team Confidentiality Agreement dated October 4, 2018 between the Company and Parent (collectively, the “Confidentiality Agreement”). Notwithstanding anything herein to the Companycontrary, if it becomes aware none of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing Merger Sub shall, and shall cause their respective Representatives not to, contact any customer or vendor of the other party in connection with the Merger or any of the other transactions contemplated by this Agreement without the other party’s prior written consent, and the Company, Parent and Merger Sub each acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company, Parent or Merger Sub, as applicable, and nothing in this Section 5.1 5.1(a) shall require limit the ability of the Company and Parent to provide Parent or Acquisition Co. continue to compete with any information relating to an Alternative Transaction Proposaleach other for customers.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representativesits personnel, personnel tax and accounting advisers and assets and and, subject to applicable Legal Requirements, to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be, subject to applicable Legal Requirements. During the Pre-Closing Period, the Company shall permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the chief financial officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Companies and their financial condition, internal controls of the Company to discuss such matters as Parent may reasonably request; deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Sxxxxxxx-Xxxxx Act, the Exchange Act and (c) fully cooperate the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent in its reasonable investigation responsible for the Parent’s financial statements and the internal controls of the businesses Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Acquired CompaniesSurviving Company to satisfy its post-Closing obligations under the Sxxxxxxx-Xxxxx Act, the Exchange Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence Governmental Body on behalf of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing Merger Sub in this Section 5.1 shall require connection with the Company to provide Parent Merger or Acquisition Co. with any information relating to an Alternative Transaction Proposalof the other Contemplated Transactions.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement in accordance with Section 8 or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Company and its Subsidiaries to: (a) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companiessuch Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Acquired CompaniesPre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall furnish each promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth in Annex I impossible Tetraphase Companies or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Merger Sub in connection with the Merger or any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing in this Section 5.1 herein shall require the Company or Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposal.the date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement. 4.2

Access and Investigation. During the period from the date hereof through Agreement Date until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Company their directors, officers and Subsidiaries toemployees and direct their other Representatives: (a) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ RepresentativesCorporation’s officers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and information relating to the Acquired Companies; (b) provide to furnish to Parent such financial and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In additionThe foregoing notwithstanding, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 nothing herein shall require the Company to provide Parent or Acquisition Co. with disclose any information relating that, in the reasonable judgment of the Company (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to an Alternative Transaction Proposalpermit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law or fiduciary duty; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated August 19, 2019, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. During (a) Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of (a) the Merger Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause the Company Subsidiaries and their respective Representatives of to, upon reasonable advance notice to the Company and Subsidiaries tofrom Parent: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired CompaniesCompany’s and the Company Subsidiaries’ respective Representatives, personnel and assets and to all existing books, records, Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, Contracts and other documents and information relating to the Acquired CompaniesCompany and the Company Subsidiaries; and (bii) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Acquired CompaniesCompany and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies Company and their financial conditionthe Company Subsidiaries, as Parent may reasonably request; . Information obtained by Merger Subsidiary or Parent pursuant to this Section 5.1 will constitute “Evaluation Material” under the Confidentiality Agreement and (c) fully cooperate with Parent in its reasonable investigation will be subject to the provisions of the businesses of the Acquired CompaniesConfidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall will require the Company to provide Parent permit any inspection, or Acquisition Co. to disclose any information, that in the reasonable judgment of the Company (after consulting with outside legal advisors) would: (1) violate any information relating legal requirement with respect to an Alternative Transaction Proposalconfidentiality or privacy, including under any privacy policy, or (2) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; provided that the Company shall use its commercially reasonable efforts to allow for such access and disclosure in a manner that does not violate such legal requirement with respect to confidentiality or privacy, attorney-client privilege or the attorney work product doctrine.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CompaniesCorporations’ Representatives, personnel and assets assets, supervised conversations with customers and suppliers and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) promptly provide Parent and Parent’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company and in such a manner as not to unreasonably interfere with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestCompany. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 herein shall require the Company to provide Parent or Acquisition Co. with disclose any information relating to an Alternative Transaction ProposalParent if such disclosure would, in its reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), provided that the Company shall use commercially reasonable efforts to obtain any Consents of third parties that are necessary to allow such information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of this clause (ii) or (iii) result in the disclosure of any trade secrets of third parties; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated August 10, 2014, between the Company and Vista Equity Partners III, LLC (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective its Subsidiaries and Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company and its Subsidiaries and their respective Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; request (other than any books, records, documents and (c) fully cooperate with Parent information relating to the negotiation and execution of this Agreement, or, except as expressly provided in its reasonable investigation Section 5.03 and Section 6.01, any Acquisition Proposal or relating to any deliberation of the businesses Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting Any such access shall be subject to the generality of the foregoing, during the Pre-Closing Period, Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company shall furnish promptly to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) a copy of each report, schedule, registration statement and jeopardize any attorney-client or other document filed by legal privilege (so long as the Company during the Pre-Closing Period has reasonably cooperated with the SECParent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), and or (ii) contravene any applicable Legal Requirement or Contract (so long as the Company has reasonably cooperated with Parent to permit disclosure to the extent permitted by such Legal Requirement or party to such Contract); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Mutual Non-Disclosure Agreement, properties dated as of December 15, 2022, between the Company and personnel as Parent may reasonably request(the “Confidentiality Agreement”). In additionNotwithstanding anything to the contrary herein, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or may satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions its obligations set forth in Annex I impossible or unlikely or that has had above by electronic means if physical access is not reasonably feasible or would reasonably not be expected to have a Company Material Adverse Effect, and permitted under the applicable Legal Requirements (D) the commencement of including any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalCOVID-19 Measures).

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date hereof through Agreement Date and ending on the Closing earlier of: (a) the Effective Time; and (b) the termination of the Merger this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours, upon reasonable notice by Parent, to the Acquired Companies’ Representativesrespective Representatives of the Company and each of its Subsidiaries, personnel and assets and to all existing the books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries; and (bii) provide Parent and permit Parent’s Representatives officers and other employees to meet, upon reasonable notice and during normal business hours, with such copies the chief financial officer and other officers and managers of the existing booksCompany and, recordswith the Company’s consent (such consent not to be unreasonably withheld, Tax Returnsconditioned or delayed), work papers and other documents and information relating to the Acquired Companies, employees of the Company and with its Subsidiaries to discuss such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, matters as Parent may reasonably request; deem necessary or appropriate. Information obtained by Parent or Merger Sub pursuant to this Section 5.1 will constitute “Evaluation Material” under the Confidentiality Agreement and (c) fully cooperate with Parent in its reasonable investigation will be subject to the provisions of the businesses of the Acquired CompaniesConfidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall will require the Company or any of its Subsidiaries to permit any inspection, or to disclose or provide any access to any information, that in the reasonable judgment of the Company would: (A) violate any of its or its Affiliates’ respective obligations with respect to confidentiality to any Person or otherwise breach, contravene or violate, or constitute a default under, or give any Person the right to terminate or accelerate any obligations under, any Contract in effect as of the date hereof to which the Company or any of its Subsidiaries is a party; (B) result in a violation of applicable Law; or (C) reasonably be expected to violate or result in a waiver, loss or impairment of any attorney-client privilege or work product doctrine or similar applicable privilege or legal protection. Any investigation conducted pursuant to this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or any of its Subsidiaries or create a reasonable risk of damage or destruction to any property or assets of the Company or any of its Subsidiaries, shall be subject to the Company’s existing security measures and insurance requirements, and shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or Acquisition Co. any of its Representatives in connection with any investigation conducted pursuant to this Section 5.1. Nothing in this Section 5.1 or elsewhere in this Agreement shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of Exhibit 2.1 the foregoing to prepare any appraisals or opinions. No information relating or knowledge obtained by Parent or Merger Sub pursuant to an Alternative Transaction Proposalthis Section 5.1 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement made by the Company contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement.

Access and Investigation. During the period from the date hereof through of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9 or the Closing of the Merger (the “Pre-Closing Period”), each of the Company Selling Shareholders shall, and shall cause the respective Representatives each of the Company Selling Shareholders shall ensure that the Acquired Companies and Subsidiaries totheir respective Representatives, subject to the Confidentiality Agreement: (a) upon reasonable advance notice, provide Parent the Purchaser and Parentthe Purchaser’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to the Acquired Companies; and (b) provide Parent act reasonably in providing the Purchaser and Parentthe Purchaser’s Representatives with copies (or permitting the Purchaser and the Purchaser’s Representatives to make copies) of such copies of the existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to each of the Acquired Companies, and with such additional financial, operating and other data and information regarding each of the Acquired Companies and their financial conditionCompanies, as Parent the Purchaser may reasonably request; provided, however, that (i) the Selling Shareholders shall not be required to violate any Legal Requirement relating to confidentiality to which they, or the Acquired Companies, are subject, and (c) fully cooperate such access and investigation shall be conducted in such a manner as not to interfere in any material respect with Parent in its reasonable investigation of the businesses operation of the Acquired Companies. Without limiting the generality of the foregoing, during During the Pre-Closing Period, the Company shall furnish promptly to Parent Purchaser (i) a copy of each report, schedule, registration statement only in consultation and other document filed by collaboration with the Company during the Pre-Closing Period or a Selling Shareholder, and with the SECprior written consent of a Selling Shareholder, and (iiwhich consent shall not be unreasonably delayed or withheld) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware make inquiries of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply Persons having business relationships with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth Acquired Companies (including suppliers, licensors, distributors and customers) and each of the Selling Shareholders shall ensure that each of the Acquired Companies helps facilitate (and provides reasonable cooperation to the Purchaser in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (Dconnection with) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalsuch inquiries.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective its Subsidiaries and Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company and its Subsidiaries and their respective Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate with Parent , in its each case for any reasonable investigation purpose related to the consummation of the businesses Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting Any such access shall be subject to the generality of the foregoing, during the Pre-Closing Period, Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company shall furnish promptly to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) a copy of each report, schedule, registration statement and jeopardize any attorney-client or other document filed by legal privilege (so long as the Company during the Pre-Closing Period has reasonably cooperated with the SEC, and Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement or Contract (so long as the Company has reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause ‎(ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this ‎Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Mutual Confidential Disclosure Agreement, properties effective as of January 1, 2019 and personnel as amended thereafter, between the Company and Parent may reasonably request(the “Confidentiality Agreement”). In additionNotwithstanding anything to the contrary herein, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or may satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions its obligations set forth in Annex I impossible or unlikely or that has had above by electronic means if physical access is not reasonably feasible or would reasonably not be expected to have a Company Material Adverse Effect, and permitted under the applicable Legal Requirements (D) the commencement of including any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalCOVID-19 Measures).

Access and Investigation. During the period from From the date hereof through until the Closing Closing, the Sellers shall cause the Target Companies to give the Buyer and its Representatives reasonable access, during normal business hours, to the personnel, properties and Records of the Merger Target Companies; provided, however, that (a) such access will only be granted upon reasonable notice and must not unreasonably disrupt the normal operations of the Target Companies or any of their Affiliates, and (b) none of the Target Companies or the Sellers (or any Affiliate thereof) shall be required to take any action that would constitute a waiver of the attorney-client or other legally recognized privilege. All requests for access to the officers, employees or Records of the Target Companies will be made to such Representatives as the Sellers will designate, which Representatives will be solely responsible for coordinating such requests and all access permitted hereunder. The Buyer acknowledges and agrees that neither the Buyer (and/or their Affiliates) nor any of its Representatives will contact any of the employees, customers, vendors or other associates or Affiliates of any Target Company in connection with the transactions contemplated hereby, whether in person or by telephone, mail, email or other means of communication, without the specific prior written authorization of such Representatives as the Sellers may designate in writing. If the transactions contemplated hereby are not consummated, the Buyer shall maintain in confidence all non-public and proprietary information obtained by the Buyer (and/or their Affiliates) from the Sellers, the Target Companies or any of their respective Affiliates or Representatives, in accordance with that certain Confidentiality Agreement dated as of May 13, 2019, executed by the Buyer (or an Affiliate thereof) in favor of the Sellers (and its Affiliates) and the Target Companies, as supplemented by that certain Confidentiality Agreement Regarding Highly Confidential Information, dated as of July 26, 2019, by and among JI, JIH and Atlas Holdings LLC (as such agreements may be amended from time to time, collectively, the “Pre-Closing PeriodConfidentiality Agreement”), the Company shall, 20762941.9 and shall cause otherwise honor its obligations under the respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Confidentiality Agreement, (C) including the occurrence return or destruction of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any all proprietary information relating to an Alternative Transaction Proposalas described therein.

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the date hereof through of this Agreement and ending at the Closing earlier of the Merger termination of this Agreement pursuant to Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable notice, the Company Acquired Companies shall, and shall use commercially reasonable efforts to cause the respective their Representatives of the Company and Subsidiaries to: (a) provide Parent Parent, Merger Sub and Parent’s their respective Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent Parent, Merger Sub and Parent’s their respective Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies as Parent, Merger Sub and their financial condition, as Parent respective Representatives may reasonably request; and (c) fully cooperate permit Parent and Merger Sub’s officers and other employees to meet, upon reasonable notice and during normal business hours, with Parent in its reasonable investigation of the businesses chief financial officer and other officers and managers of the Acquired Companies responsible for the Acquired Companies’ financial statements and the internal controls of the Acquired Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in order to enable Parent and Merger Sub to satisfy their respective obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of Notwithstanding the foregoing, during the Pre-Closing Period, Acquired Companies may restrict the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice foregoing access to the Company, if it becomes aware of (A) extent that any representation Law applicable to the Acquired Companies requires the Acquired Companies to restrict or warranty made prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by it contained in this Agreement becoming untrue such disclosure or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected access. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the timely satisfaction of any restrictions of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalpreceding sentence apply.

Access and Investigation. During the period from From the date hereof through of this Agreement until the earlier to occur of the Closing Date or termination of this Agreement, Seller shall cause Longhorn to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Merger Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller shall consider in good faith on a case-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Longhorn provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the chief financial officer or chief legal officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “Pre-Closing Period”inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Seller in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the Company current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring wxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER, THE LONGHORN ENTITIES AND EACH OF THE BUYER INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by the Longhorn Entities’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives to, in connection with the respective Representatives conduct of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing due diligence investigations described in this Section 5.1 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall require not, and shall cause its Representatives not to, unreasonably interfere with the Company to provide Parent or Acquisition Co. with day-to-day operations of the Business in conducting any information relating to an Alternative Transaction Proposaldue diligence activities.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective its Subsidiaries and Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Company and its Subsidiaries and their respective Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; request (other than any books, records, documents and (c) fully cooperate with Parent information relating to the negotiation and execution of this Agreement, or, except as expressly provided in its reasonable investigation ‎Section 5.03 and ‎Section 6.01, any Acquisition Proposal or relating to any deliberation of the businesses Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting Any such access shall be subject to the generality of the foregoing, during the Pre-Closing Period, Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company shall furnish promptly to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (i) a copy of each report, schedule, registration statement and jeopardize any attorney-client or other document filed by legal privilege (so long as the Company during the Pre-Closing Period has reasonably cooperated with the SECParent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), and or (ii) contravene any applicable Legal Requirement or Contract (so long as the Company has reasonably cooperated with Parent to permit disclosure to the extent permitted by such Legal Requirement or party to such Contract); provided, however, in the case of clause ‎(ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Company (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this ‎Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Mutual Non-Disclosure Agreement, properties dated as of December 15, 2022, between the Company and personnel as Parent may reasonably request(the “Confidentiality Agreement”). In additionNotwithstanding anything to the contrary herein, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or may satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions its obligations set forth in Annex I impossible or unlikely or that has had above by electronic means if physical access is not reasonably feasible or would reasonably not be expected to have a Company Material Adverse Effect, and permitted under the applicable Legal Requirements (D) the commencement of including any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalCOVID-19 Measures).

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the date hereof through of this Agreement and ending at the Closing earlier of the Merger termination of this Agreement pursuant to Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable notice, the Company Acquired Companies shall, and shall use commercially reasonable efforts to cause the respective their Representatives of the Company and Subsidiaries to: (a) provide Parent Parent, Merger Sub and Parent’s their respective Representatives with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent Parent, Merger Sub and Parent’s their respective Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies as Parent, Merger Sub and their financial condition, as Parent respective Representatives may reasonably request; and (c) fully cooperate permit Parent and Merger Sub’s officers and other employees to meet, upon reasonable notice and during normal business hours, with Parent in its reasonable investigation of the businesses chief financial officer and other officers and managers of the Acquired Companies responsible for the Acquired Companies’ financial statements and the internal controls of the Acquired Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in order to enable Parent and Merger Sub to satisfy their respective obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of Notwithstanding the foregoing, during the Pre-Closing Period, Acquired Companies may restrict the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice foregoing access to the Company, if it becomes aware of (A) extent that any representation Law applicable to the Acquired Companies requires the Acquired Companies to restrict or warranty made prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by it contained in this Agreement becoming untrue such disclosure or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected access. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the timely satisfaction of any restrictions of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalpreceding sentence apply.

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the its Subsidiaries and its and their respective Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access (including electronic access) to each of the Acquired Corporation’s properties, offices, books and records, Contracts, commitments and Representatives, in each case as Parent reasonably requests; provided, however, that any such access shall be conducted at Parent’s sole cost and expense, at a reasonable time during the Company’s normal business hours, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company, and shall be subject to the Acquired Companies’ RepresentativesCompany’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to permit any inspection or testing, personnel and assets and or to all existing booksdisclose any information, records, Tax Returns, work papers and other documents and information relating that in the reasonable judgement of the Company would cause significant competitive harm to the Acquired Companies; Company or its Subsidiaries if the Transactions are not consummated nor shall anything herein require the Company to disclose any information to Parent if such disclosure would, upon the advice of outside legal counsel, (a) jeopardize any attorney-client or other legal privilege (provided, that the Company shall use its commercially reasonable efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege) or (b) provide contravene any applicable Legal Requirement or fiduciary duty (provided, that the Company shall use its commercially reasonable efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene applicable Legal Requirements or fiduciary duties); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines, on the advice of outside legal counsel, that doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives with such copies to comply with, all of its obligations under the existing booksConfidentiality Agreement dated February 2, records2022, Tax Returns, work papers between the Company and other documents and Parent (the “Confidentiality Agreement”). All requests for information relating made pursuant to this Section 4.1 shall be directed to the Acquired Companiesexecutive officer or other Person designated by the Company. Despite anything in this Section 4.1 to the contrary, and with such additional financialany physical access to the properties, operating and offices, personnel or other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting Corporations may be limited to the generality extent the Company in good faith determines, in light of the foregoingCOVID-19 pandemic or any COVID-19 Responses, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or such access would reasonably be expected to have a jeopardize the health and safety of any Company Material Adverse EffectAssociate (provided that the Company shall, and (D) the commencement of any litigation or Proceeding against the Companyshall cause its Subsidiaries to, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company use commercially reasonable efforts to provide Parent such access as can be provided (or Acquisition Co. with any otherwise convey such information relating to an Alternative Transaction Proposalregarding the applicable matter as can be conveyed) in a manner without jeopardizing the health and safety of such Company Associate or violating such COVID-19 Responses).

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time and the valid termination of this Agreement (the “Pre-Closing Period”), the Company shall, and shall the Company shall, at reasonable times and upon reasonable notice, cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access access, during normal business hours, to the Acquired CompaniesCorporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Corporations as Parent may reasonably request; request (in each case subject to such non-disclosure as may be necessary to avoid waiver of legal privileges). During the Pre-Closing Period, the Company shall, and (c) fully cooperate with Parent in its reasonable investigation the Company shall cause the Representatives of the businesses each of the Acquired CompaniesCorporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to provide Parent with copies of: (i) a copy unaudited monthly consolidated balance sheets of each reportthe Acquired Corporations and the related unaudited monthly consolidated statements of operations, scheduleand, registration statement and if prepared, statements of cash flows; (ii) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; (iii) any material notice, report or other document received by any of the Company Acquired Corporations from any Governmental Body; and (iv) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations, including the Specified Proceedings. Subject to applicable Legal Requirements, during the Pre-Closing Period Period, Parent shall promptly provide the Company with a copy of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the SECMerger or any of the other Contemplated Transactions, other than: (A) any documents that are required to be filed under Section 4(c) of the HSR Act or any similar Legal Requirement; and (iiB) all any such notice, report or other document that Parent determines in good faith contains highly sensitive and confidential information concerning its business, properties and personnel with respect to which Parent has so notified the Company. As soon as Parent may reasonably request. In additionpracticable following the date of this Agreement, the Company shall make available for review by Parent and Parent’s Representatives in a data room at the offices of Fenwick & West LLP, located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx View (or at the offices of the Company’s Israeli counsel with respect to Israeli Tax Returns), all Tax Returns identified in Part 2.15(i) of the Company Disclosure Schedule, and shall cause such Tax Returns to remain available for review by Parent and Parent’s Representatives during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalPeriod.

Access and Investigation. During the period from the date hereof of this Agreement through the Closing earlier of (1) the Merger Effective Time and (2) the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), (y) upon reasonably prior written notice and (z) to the extent permitted by applicable Legal Requirements, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Entities to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired CompaniesEntities’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesEntities; and (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesEntities, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionEntities, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Periodprovided, however, that the Company shall furnish promptly not be required to Parent provide access to any information or documents which would, in the reasonable judgment of the Company, (i) breach in any material way any agreement with any Person or group other than Parent, Acquisition Sub and their Affiliates entered into prior to the date hereof (provided, that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure), or (ii) constitute a copy waiver of each report, schedule, registration statement and or otherwise jeopardize the attorney-client or other document filed privilege held by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel so long as Parent may reasonably request. In addition, the Company shall during has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Pre-Closing Period give prompt written notice to ParentCompany’s privilege with respect thereto (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent shall during with appropriate information regarding the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) factual basis underlying any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal.circumstances

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), the Company shallsubject to applicable Legal Requirements, upon reasonable notice Xxxxxxx and NetScout shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (ai) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours (insofar as such access is reasonably required by the requesting party) to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries (but in the Acquired case of Xxxxxxx and its Subsidiaries, solely as it relates to the Communications Business or the Communications Companies), in each case as reasonably requested by NetScout or Xxxxxxx, as the case may be; and (bii) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries (but in the Acquired case of Xxxxxxx and its Subsidiaries, solely as it relates to the Communications Business or the Communications Companies) as reasonably requested by NetScout or Xxxxxxx, as the case may be. During the Pre-Closing Period, Xxxxxxx and NetScout shall, and shall use reasonable best efforts to cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective officers responsible for Xxxxxxx’x and NetScout’s financial statements and the internal controls, respectively, to discuss such additional financial, operating matters as Xxxxxxx or NetScout may deem necessary or appropriate in order to enable NetScout to comply following the Closing with the Xxxxxxxx-Xxxxx Act and other data the rules and information regarding the Acquired Companies regulations relating thereto. Subject to Section 5.3 and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without without limiting the generality of any of the foregoing, during the Pre-Closing Period, Xxxxxxx and NetScout shall provide the Company shall furnish promptly to Parent (i) a copy other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth Communications Companies or the NetScout Companies, respectively, in Annex I impossible connection with the Mergers or unlikely any of the other Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require Xxxxxxx or NetScout to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; provided that has had the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or would reasonably be expected contravening such Legal Requirements or binding agreements. All information exchanged pursuant to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 4.1 shall require be subject to the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction ProposalConfidentiality Agreement.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date of this Agreement, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours to the Acquired Companies’ Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be; and (b) provide Parent and Parent’s the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CompaniesCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Companies and their financial conditioninternal controls, respectively, to discuss such matters as the Company or Parent may reasonably request; deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companiesrules and regulations relating thereto and Canadian Securities Laws. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall furnish promptly to Parent (i) a copy provide the other with copies of each reportany notice, schedule, registration statement and report or other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in sent to any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction Governmental Body on behalf of any of the conditions set forth Owl Corporations or the Tiger Corporations, respectively, in Annex I impossible connection with the Merger or unlikely any of the other Contemplated Transactions a reasonable time in advance of the filing or that has had or would reasonably be expected sending of such document in order to have permit a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. review thereof. Nothing in this Section 5.1 herein shall require the Company or the Parent to provide Parent or Acquisition Co. with disclose any information relating if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to an Alternative Transaction Proposalthe date of this Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), the Company shall, GHX shall (and shall cause the respective Representatives of the Company and its Subsidiaries to: ): (a) provide Parent the Stockholder and Parent’s the Stockholder's Representatives with reasonable access during normal business hours, upon reasonable notice to the Acquired Companies’ RepresentativesGHX, to GHX's and its Subsidiaries' personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesGHX or its Subsidiaries; and (b) provide Parent or make available to the Stockholder and Parent’s the Stockholder's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent Stockholder may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, GHX and the Company Stockholder shall furnish promptly to Parent (i) a copy provide the other party with copies of each reportany notice, schedule, registration statement and report or other document filed by with or sent to any Governmental Body on behalf of GHX or the Company during the Pre-Closing Period Stockholder, as applicable, in connection with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation Merger or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in Annex I impossible or unlikely or that has had or would the reasonable judgment of GHX could reasonably be expected to have a Company Material Adverse Effect, and result in (Di) the commencement disclosure of any litigation trade secrets of third parties or Proceeding against the Companyviolation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, Parent (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or Acquisition Co. Nothing to disclose information described in this Section 5.1 clause (ii) on a basis that does not compromise GHX's privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall require seek in good faith appropriate substitute disclosure arrangements under circumstances in which the Company to provide Parent immediately preceding sentence applies. No investigation by the Stockholder shall limit or Acquisition Co. with otherwise affect any information relating to an Alternative Transaction Proposalof the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. During the period from commencing on the date hereof through the Closing of this Agreement and ending as of the Merger earlier of the Effective Time and the valid termination of this Agreement (the “Pre-Closing Period”), the Company shall, and the Company shall cause the 37 respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access to the Acquired CompaniesCorporations’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, Corporations as Parent may reasonably request; provided, however, that Parent and (c) fully cooperate with Parent in its Parent’s Representatives shall provide reasonable investigation advance notice of such requested access and requested documents and shall not materially disrupt the businesses business operations of any of the Acquired CompaniesCorporations. During the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to provide Parent with copies of: (i) a copy all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including copies of each reportthe unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, schedulestatements of stockholders’ equity and statements of cash flows; (ii) any written materials or communications sent by or on behalf of the Company to its shareholders; (iii) any material written notice, registration statement document or other communication (or any material oral notice or other communication sent or received by any employee of any Acquired Corporation at the level of first line manager or above) (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices) sent by or on behalf of any of the Acquired Corporations to any party to any Significant Contract or sent to any of the Acquired Corporations by any party to any Significant Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (v) any material notice, report or other document received by any of the Company during Acquired Corporations from any Governmental Body. During the Pre-Closing Period with Period, the SECCompany shall, and (ii) all the Company shall cause the Representatives of each of the Acquired Corporations to, provide any documents or information to Parent, and take any other information concerning its businessactions, properties and personnel as Parent may reasonably request. In addition, request in order for Parent to elect to treat the Company shall during Merger as a “qualified stock purchase” within the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware meaning of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any Section 338 of the conditions set forth Code in Annex I impossible or unlikely or the event that has had or would reasonably be expected Parent determines that it might desire to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposaldo so.

Access and Investigation. During the period from Between the date hereof through of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Buyer shall coordinate with the Representatives of the Merger Seller (the “Pre-Closing Period”Xxx Xxxxxxx for operational matters and Xxxxxx Xxxxxxx for financial matters), the Company shall, and Seller shall (and Shareholders shall cause the respective Representatives of the Company and Subsidiaries Seller to: ) (a) provide Parent afford Buyer and Parent’s its Representatives with reasonable access and prospective lenders and their Representatives (collectively, the "Buyer Group") full and free access, during regular business hours, to the Acquired Companies’ RepresentativesSeller's personnel, personnel properties (including subsurface testing), Contracts, Governmental Authorizations, books and assets and to all existing books, records, Tax Returns, work papers Records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Companiesoperations of Seller; (b) provide Parent and Parent’s Representatives furnish the Buyer Group with such copies of the existing booksall such Contracts, recordsGovernmental Authorizations, Tax Returns, work papers books and Records and other existing documents and information relating to data as Buyer may reasonably request; (c) furnish the Acquired Companies, and Buyer Group with such additional financial, operating and other relevant data and information regarding the Acquired Companies and their financial condition, as Parent Buyer may reasonably request; (d) cooperate with Buyer in its review of the internal and disclosure controls of Seller as Buyer shall deem necessary for Buyer to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder; and (ce) fully otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Parent in its reasonable Buyer's investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoingproperties, during the Pre-Closing Period, the Company shall furnish promptly assets and financial condition related to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably requestSeller. In addition, Buyer shall have the Company shall during right to have the Pre-Closing Period give prompt written notice to ParentReal Property and Tangible Personal Property inspected by the Buyer Group, at Buyer's sole cost and expense, for purposes of determining the Parent shall during physical condition and legal characteristics of the Pre-Closing Period give prompt written notice to Real Property and Tangible Personal Property. In the Company, if it becomes aware of (A) any representation event subsurface or warranty made other invasive testing is recommended by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably Buyer Group, Buyer shall, upon notice to Seller, be expected permitted to have a Company Material Adverse Effectthe same performed prior to the Closing Date, provided such testing does not unreasonably interfere with the operation of the Business at that location. Buyer agrees to indemnify Seller from any physical damage to the Facilities that directly results from the Buyer Group's inspection and (D) the commencement of any litigation subsurface or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalinvasive testing.

Access and Investigation. 36 ACTIVE/82285023.8 (a) During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CompaniesCorporations’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (b) provide furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies Corporations’ business, properties, prospects and their financial conditionpersonnel, as Parent may reasonably request; and (c) fully cooperate with Parent in its provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable investigation time, under the supervision of appropriate personnel of the businesses Company, and in such a manner as to not to interfere unreasonably with the normal operation of the Acquired Companies. Without limiting the generality business of the foregoingCompany. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated January 12, 2015, between the Company and Parent (the “Confidentiality Agreement”). In addition, subject to applicable Law, during the Pre-Closing Period, the parties shall coordinate with each other and the other’s Representatives with respect to communications with Company shall furnish promptly to Parent (i) a copy Associates and customers and vendors of each report, schedule, registration statement and other document filed by the Company during the Preregarding post-Closing Period transition, integration and related matters; provided, however, that any such communications shall be conducted in such a manner as to not interfere with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, normal operation of the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to business of the Company, if it becomes aware of . (Ab) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 herein shall require the Company to disclose any information to Parent if such disclosure would, in the Company’s reasonable judgment after consultation with outside legal counsel, (i) jeopardize any attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or Acquisition Co. with (ii) contravene any information relating applicable Law, fiduciary duty or binding agreement entered into prior to an Alternative Transaction Proposal.the date of this Agreement, including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the preceding sentence apply. 5.2

Access and Investigation. During the period from the date hereof through the Closing of the Merger (the “Pre-Closing Period”)The Seller Parties shall each ensure, the Company shallsubject to compliance with applicable Law, that, and shall cause each use their reasonable best efforts at all times after the respective Representatives execution of this Agreement and prior to the Company Closing to ensure that their Representatives, upon reasonable advance notice by Purchaser and Subsidiaries toat Purchaser’s sole expense: (a) provide Parent Purchaser and Parent’s its Representatives with reasonable access during normal business hours to the Acquired Companies’ their Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax ReturnsBusiness Contracts, work papers and other documents and information relating to the Acquired CompaniesBusiness, the Purchased Assets and the Assumed Liabilities as Purchaser may reasonably request; (b) provide Purchaser and its Representatives with such copies of existing books, records, Tax Returns, Business Contracts, work papers and other documents and information relating to the Business, the Purchased Assets and the Assumed Liabilities as Purchaser may reasonably request; and (c) compile and provide Purchaser and its Representatives with such additional financial, operating and other data and information regarding relating to the Acquired Companies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing PeriodBusiness, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement Purchased Assets and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel Assumed Liabilities as Parent Purchaser may reasonably request. In additionAny such access and availability shall include, without limitation, access for Purchaser and its Representatives, at Purchaser’s sole cost and expense, to conduct any site assessment or inspection at the Company Leased Real Property and physical inspections of the Purchased Assets, as Purchaser may reasonably request. Any investigation pursuant to this Section 6.2 shall be conducted during normal business hours in such manner as not to interfere unreasonably with the Pre-Closing Period give prompt written notice to Parentconduct of the Business or any other businesses of the Seller Parties and shall comply with the reasonable security, data privacy and the Parent shall during the Pre-Closing Period give prompt written notice data protection and insurance requirements of Seller Parties. Notwithstanding anything to the Company, if it becomes aware of (A) any representation or warranty made by it contained contrary in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, the Seller Parties shall not be required to disclose any information to Purchaser or its Representatives if such disclosure would, as determined in good faith by such Seller Party: (Ci) jeopardize any attorney-client privilege, protection under the occurrence of an event work product doctrine or circumstance other legal privilege (unless Purchaser is willing to enter into a joint defense agreement that could be is reasonably expected satisfactory to make Seller Parent), (ii) contravene any applicable Law or binding agreement entered into prior to the timely satisfaction of date hereof, (iii) relate to any consolidated, combined or similar Tax Return filed by Seller with any of its Affiliates or any of their respective predecessor entities (provided, however, that relevant information included therein relating to the conditions set forth in Annex I impossible Business or unlikely the Purchased Assets shall be extracted and provided to Purchaser), (iv) prior to the Closing, provide access to personnel records of the Transferred Employees, including records relating to individual performance or that has had evaluation records, medical histories or other information the disclosure of which would reasonably be expected to have subject Seller or any of its Subsidiaries to risk of liability, or (v) relate to any potential sale, transfer or other disposition involving the Business other than the Asset Purchase (including as part of a Company Material Adverse Effectsale, transfer or other disposition of Seller Parent). Prior to the Closing, Purchaser shall not contact or permit any of its controlled Affiliates or Representatives to contact, any of the customers, suppliers, distributors, partners or employees of the Business or the Seller Parties without the consent of Seller (not to be unreasonably withheld, conditioned or delayed), and (D) in any event without the commencement presence of any litigation a representative of Seller if requested by Seller Parent; provided that Purchaser shall be permitted to contact the Business Employees for the purposes of carrying out the transactions contemplated by this Agreement or Proceeding against in the CompanyOrdinary Course of Business in connection with existing commercial relationships between Purchaser, Seller Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposaland/or their respective Affiliates.

Access and Investigation. (a) During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, shall and shall cause the respective other Acquired Companies and the Acquired Companies’ Representatives of the Company and Subsidiaries to: (a) , provide Parent and Parent’s Representatives with reasonable access (including by electronic means) during normal business hours of the Company to the Acquired Companies’ Representatives, designated personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries and such additional financial, operating and other data and information regarding the Acquired Companies Company and their financial conditionits Subsidiaries, as Parent may reasonably request; and (c) fully cooperate with Parent , in its each case for any reasonable investigation business purpose related to the consummation of the businesses Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting Nothing herein shall require any Acquired Company to disclose any information to Parent if such disclosure would, in the generality good faith belief of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly Acquired Companies (after consultation with outside counsel) and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each reportbasis that does not waive such privilege with respect thereto, scheduleincluding entering into common interest or joint defense agreements), registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) contravene any applicable Legal Requirement (so long as the Acquired Companies have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Acquired Companies (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning of its businessobligations under the Confidential Disclosure Agreement, properties and personnel dated as Parent may reasonably request. In additionof July 19, 2019, between the Company shall during and Ultimate Parent (the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this “Confidentiality Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal”).

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Company and Subsidiaries Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to all of the Acquired CompaniesCorporations’ Representativespersonnel, personnel properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations (including financial schedules and accounting records); and (b) promptly provide Parent and Parent’s Representatives with such all requested information in the possession of any of the Acquired Corporations regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, Company Contracts, work papers and other documents and information relating to the Acquired CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCorporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and (c) fully cooperate in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable investigation discretion (i) jeopardize any attorney-client or other legal privilege, (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the businesses Company or its Affiliates is a party) or (iii) result in the disclosure of any trade secrets of third parties. Without limiting the Acquired Companiesforegoing, in the event that the Company does not disclose information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Legal Requirements, Contract or obligation or risk waiver of such privilege. Without limiting the generality of the foregoingthis Section 4.1, during the Pre-Closing PeriodPeriod the Company will furnish to the Parent promptly after becoming available (to the extent such items become available), monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as it may prepare for management’s internal use. With respect to the information disclosed pursuant to this Section 4.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement by and between Parent and Company dated June 4, 2013 (as amended from time to time, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this “Confidentiality Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal”).

Access and Investigation. During the period from the date hereof through of this Agreement until the Closing earlier of the Merger Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company Company, the Acquired Companies shall, and shall cause the respective Representatives of the Company and Subsidiaries to: (a) Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Companies’ Representatives, personnel Company’s designated Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Companies and such additional financial, operating and other data and information regarding the Acquired Companies and their financial conditionCompanies, as Parent may reasonably request; and (c) fully cooperate with Parent , in its each case for any reasonable investigation business purpose related to the consummation of the businesses Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Without limiting the generality Nothing herein shall require any of the foregoingAcquired Companies to disclose any information to Parent if such disclosure would, during the Pre-Closing Period, the Company shall furnish promptly in its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a copy of each reportbasis that does not waive such privilege with respect thereto), schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) contravene any applicable Legal Requirement (so long as the Acquired Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Company is a party (so long as the Acquired Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all other information concerning its businessof the obligations under the Confidentiality Agreement, properties and personnel as Parent may reasonably request. In additiondated June 12, 2023, between the Company shall during and Kontron AG (the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this “Confidentiality Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposal”).

Access and Investigation. During Prior to the period Closing, upon reasonable notice from the date hereof through Purchaser to the Closing Sellers given in accordance with this Agreement, the Sellers will afford to the officers, attorneys, accountants or other authorized representatives of the Merger Purchaser reasonable access during normal business hours to the facilities, assets, books and records, and management personnel of the Companies, Autronics US (to the “Pre-Closing Period”extent relating to the US Business), P&G plc (to the Company shallextent relating to the UK Business) Spirent plc (with respect to the UK Lease Sites), and shall cause Spirent GmbH (to the respective Representatives extent relating to the German Business), so as to afford the Purchaser a reasonable opportunity to make, at its sole cost and expense, such additional review, examination and investigation of the Companies, the Assets, the US Business, the UK Business, and the German Business as the Purchaser may reasonably desire to make; PROVIDED, HOWEVER, that the Purchaser shall not be permitted such access to the extent that the Sellers or the Companies are prohibited from granting such access pursuant to any Law, Order or rule of any regulatory body applicable to any Seller or any Company wherever located. Sellers shall instruct their accountants and Subsidiaries to: (a) advisers to reasonably cooperate with the Purchaser and to provide Parent and Parent’s Representatives Purchaser with reasonable access to the Acquired Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, such accountants (including their work papers and other documents and information relating to the Acquired Companies; (bextent available to the Sellers) provide Parent and Parent’s Representatives with such copies advisers, all at Purchaser's cost and expense. Whether or not the Closing occurs, the Purchaser will, and will cause each of its Affiliates and authorized representatives to, treat in confidence and not disclose any and all documents, materials and -42- other information disclosed by or on behalf of the existing booksSellers, recordsthe Companies or any of their respective Affiliates, Tax Returnswhether before, work papers and other documents and information relating during or after the course of the negotiations leading to the Acquired Companiesexecution of this Agreement or thereafter, in accordance with that certain Confidentiality Agreement between the Sellers and with such additional financialthe Purchaser dated October 3, operating and other data and information regarding 2001 (the Acquired Companies and their financial condition"CONFIDENTIALITY AGREEMENT"), as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of provided that if the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Periodoccurs, the Company Confidentiality Agreement shall furnish promptly no longer be applicable to Parent (i) a copy of each reportany such documents, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all materials or other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice which relate to the CompanyCompanies or the Businesses, if it becomes aware of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalwhich constitute Assets.

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the date hereof through of this Agreement and ending at the Closing earlier of the Merger termination of this Agreement pursuant to Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable notice the Company shall, and shall use commercially reasonable efforts to cause the respective Company’s Representatives of the Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the Acquired Companies’ Company’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries as may be reasonably requested by Parent; (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired CompaniesCompany and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Companies Company and their financial condition, its Subsidiaries as Parent the other party may reasonably request; and (c) fully cooperate permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the Company’s chief financial officer and other officers and managers responsible for the Company’s financial statements and the internal controls, to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its reasonable investigation of obligations under the businesses of Xxxxxxxx-Xxxxx Act and the Acquired Companiesrules and regulations relating thereto. Without limiting the generality of Notwithstanding the foregoing, during the PreCompany may restrict the foregoing access to the extent that any Law applicable to the Company requires the Company to restrict or prohibit access to any such properties or information or as may be necessary to preserve the attorney-Closing Period, client privilege under any circumstances in which such privilege may be jeopardized by such disclosure or access; provided that the Company shall furnish promptly use its reasonable best efforts to Parent (i) allow for such access or disclosure in a copy manner that does not result in a violation of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware Law or loss of (A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (B) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (D) the commencement of any litigation or Proceeding against the Company, Parent or Acquisition Co. Nothing in this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with any information relating to an Alternative Transaction Proposalattorney client privilege.