Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub the Parent and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or of the valid termination of this Agreement pursuant Merger to Article VII, its and to all their respective Company Subs’ properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries and Company Subs’ officers, employees and representatives to, furnish promptly to Parent: the Parent all information concerning their respective business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their respective obligations hereunder, during the period prior to the Effective Time of the Merger, the Parent shall provide the Company and its representatives with reasonable access during normal business hours to its and Merger Sub’s properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of the Parent and the Merger Sub set forth herein and compliance by the Parent and the Merger Sub of their obligations hereunder, and, during such period, the Parent shall, and shall cause its subsidiaries, officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or such other party may from time to time reasonably request. Except as required by law, each of the Company, the Merger Sub may reasonably request (including Tax Returns filed and those in preparation Sub, and the workpapers of Parent will hold, and will cause its auditors). Nothing herein (includingrespective directors, for the avoidance of doubtofficers, this Section 5.2(a) employees, accountants, counsel, financial advisors and Section 5.2(b)) shall require the Company or other representatives and affiliates to hold, any of its Subsidiaries to provide such access or nonpublic information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and confidence. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 5.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Bergen or IVAX or any of the Bergen Subsidiaries or the IVAX Subsidiaries is a party or pursuant to applicable logistical restrictions Law or limitations as the regulations or requirements of any stock exchange or other regulatory organization with whose rules a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsparty hereto is required to comply, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel Bergen and records and, during such period, the Company shall, IVAX shall (and shall cause each of its the Bergen Subsidiaries and the IVAX Subsidiaries, respectively, to, furnish promptly to Parent: ): (i) a copy of each reportprovide to the other (and its officers, scheduledirectors, registration statement employees, accountants, consultants, legal counsel, agents and other document filed or received by it during such period pursuant representatives (collectively, "Representatives")) access at reasonable times upon prior notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the requirements books and records thereof (including, without limitation, for the purpose of federal or state securities Laws conducting Phase I and, upon its consent (which consent shall not be unreasonably withheld), Phase II environmental assessments (at the sole cost and expense of the party conducting such assessments)), and (ii) all other furnish promptly such information concerning its and its Subsidiaries' business, properties properties, contracts, assets, liabilities and personnel as Parent the other party or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation conducted pursuant to this Section 5.2 5.05 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party Agreement. (b) The parties hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such obligations under the Confidentiality Agreement dated September 18, 1996 (a “New Litigation Claim”); (iithe "Confidentiality Agreement") notify Parent of ongoing material developments in any New Litigation Claim between Bergen and any Legal Proceeding that was existing prior IVAX with respect to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information disclosed pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 5.05.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant is terminated in accordance with its terms, the Company shall afford to Article VII, the Parent and its Representatives reasonable access (at Parent’s sole cost and expense) during normal business hours and upon reasonable advance notice to all their respective properties, assetsthe Company’s properties (but excluding for the conduct of Phase I or Phase II environmental assessments or testing), books, contracts, commitments, personnel Contracts and records and, during such period, and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party such information concerning its business and properties as such party may reasonably request (i) a copy of each report, schedule, registration statement and other than any publicly available document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws); provided that the Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other party; provided, further, (iix) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the extent that such action (A) would reasonably be expected to result in a waiver protection of the attorney-client privilege, work product doctrine or similar privilegeexpose such party to risk of liability for disclosure of sensitive or personal information (provided that the Company shall use its reasonable best efforts to provide such access or information (or as much of it as possible) in a manner that does not result in the events set out in this clause (x)), and (By) specifically relates the conduct of such activities shall be subject to the evaluation, deliberation or minutes rights and obligations of the Company Board (or any committee or subcommittee thereofreferred to in the final proviso of the final sentence of Section 5.4(c) related hereof. Until the Effective Time, the information provided will be subject to the Merger Transactionsterms of the confidentiality letter agreement, dated as of October 2, 2015, between Parent and the Company (as it may be amended from time to time, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery LawsIf this Agreement is terminated pursuant to Section 7.1, the Company shall, Confidentiality Agreement shall automatically be deemed to be amended and shall cause its Subsidiaries to, cooperate with restated such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall that (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge “Restricted Period” for all purposes of the CompanyConfidentiality Agreement shall be the period of eighteen (18) months from the date of such termination, threatened against as if the CompanyParties had never entered into this Agreement, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); and (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct other provisions of the defense Confidentiality Agreement shall remain in force and effect for a period of any New Litigation Claim and any Legal Proceeding that was existing prior to two (2) years after such termination, as if the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to parties hereto had never entered into this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orAgreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Company, on the one hand, and the Parent Parties, on the other hand, shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Parent Entities and the other Company Entities, respectively, to, afford to Parent, Merger Sub the other parties and to their respective representatives Representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, the Company and each of the Parent Parties shall, and the Company and the Parent Parties shall cause each of its Subsidiaries the other Company Entities and the other Parent Entities, respectively, to, furnish reasonably promptly to Parent: the other parties (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other parties may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.4 is made and the parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article IV or Article V, and no investigation under this Section 6.4 or otherwise shall affect any representation of the representations and warranties of the Company or warranty of the Parent, respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretounder this Agreement. All Notwithstanding the foregoing, neither the Company nor the Parent Parties shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (i) relating to the consideration, negotiation and performance of this Agreement and related agreements, (ii) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement (provided, however, that the withholding party shall use commercially reasonable efforts to obtain the required consent of such Third Party to such access or disclosure), (iii) the disclosure of which would violate any Law or legal duty of the party or any of its representatives or would cause a risk of loss of privilege to the withholding party or (iv) that is subject to any attorney-client, attorney work product or other legal privilege. Each of the parties hereto will use its reasonable best efforts to minimize any disruption to the businesses of the other parties that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact or otherwise communicate with Third Parties with which the Company or any partner, licensor, licensee, customer or supplier Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of the Company in connection with and the Offer, Company Subsidiaries or this Agreement and the Merger or any of the other Merger Transactions transactions contemplated by this Agreement without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating(provided that, for the avoidance of doubt, nothing in this Section 6.4(a) shall be deemed to restrict the Parent Parties and their respective Representatives and Affiliates from contacting such parties in pursuing the business of Parent (operating in the ordinary course)). (b) To Each of the parties hereto will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawCompany Confidentiality Agreement and the Parent Confidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination hereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and American shall cause each of its Subsidiaries to, afford to ParentMergeparty and its accountants, Merger Sub counsel, investment bankers, financial advisors and their respective other agents and representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date Closing Date to all of this Agreement until the earlier its (and its Subsidiaries', other than those of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective Tower Subsidiaries) properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request any Applicable Law (including Tax Returns without limitation the FCA) or filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company by it or any of its Subsidiaries (other than the Tower Subsidiaries) with any Authority in connection with the Merger or which may have a material effect on it or its business, financial condition or results of operations, and (ii) such other information concerning any of the foregoing as Mergeparty shall reasonably request; provided, however, that the foregoing shall not require American to provide such access permit any disclosure or information to disclose any information, that in the extent that such action (A) reasonable judgment of American would reasonably be expected to result in a waiver the disclosure of attorney-client privilege, work product doctrine any trade secrets of third parties or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any of its obligations with respect to confidentiality obligation owing to a third party so long as the Company if American shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable have used its best efforts to obtain the consent of such third party to provide such inspections or disclosure. All requests for information shall be directed to an executive officer of American or such other Persons as may be designated by American. All information disclosed pursuant to this Section or otherwise shall be governed by the terms of the Confidentiality Agreement, the terms and otherwise provide such access to Parent, if requested provisions of which are incorporated herein by reference with the same force and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)effect as though set forth here in their entirety. No investigation pursuant to this Section 5.2 or otherwise shall affect any representation or warranty of American in this Agreement of any party hereto or any condition to the obligations of the parties Mergeparty hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering During the Merger TransactionsInterim Period, the Company shall, and Parent shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not Subsidiaries to): (i) provide to the other party (and the other party’s officers, contact any partnerdirectors, licensoremployees, licenseeaccountants, customer consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the Books and Records thereof; and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or supplier of the Company its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Offer, the Merger Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 7.9(c). Notwithstanding the foregoing, neither the Company nor Parent shall be required to provide access to or disclose information where the access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the other Merger Transactions parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). Prior to the Closing, without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingCompany, neither Parent, nor any of its Representatives shall contact any payors, customers, suppliers, employees or agents of the Company. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.4 shall be kept confidential. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party hereto (iand its respective Representatives) notify Parent in writing may consult any Tax advisor as promptly is reasonably necessary regarding the Tax treatment and Tax structure of the Transactions and may disclose to such Tax advisor as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge necessary such treatment and structure of the Company, threatened against the Company, Transactions and all materials (including any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiTax analysis) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orstructure.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier to occur of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, and BCAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries (if any) to and shall direct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records thereof; provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent of the Company (such consent which shall not to be unreasonably withheld); and (ii) furnish promptly to the other party such information concerning the business, conditioned properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or delayed)its Representatives may reasonably request to consummate the Transactions. Notwithstanding the foregoing, and Parent and Merger Sub acknowledge and agree that any such contact neither the Company nor BCAC shall be arranged by required to provide access to or disclose information where (i) the access or disclosure would result in any disclosure of trade secret, violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and with safety of any employee of such party (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be provided in a representative of the Company participatingmanner that would not result in such inconsistency, conflict jeopardy or contravention). (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such requestthis Section 7.04 shall be kept confidential in accordance with the Non-Disclosure Agreement, dated February 4, 2021 (the “Confidentiality Agreement”), between BCAC and the Company. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each party (iand its Representatives) notify Parent in writing as promptly as reasonably practicable after learning may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any Legal Proceeding by any Person initiated against kind, the Company or any of its Subsidiaries or, to the Knowledge tax treatment and tax structure of the Company, threatened against the Company, any of its Subsidiaries Transactions and all materials (including opinions or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiother tax analyses) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or structure, in each case in accordance with the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, investment bankers, attorneys, accountants and other advisors and representatives, reasonable and prompt access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel directors, officers, employees, attorneys, accountants, auditors, other advisors and representatives and records and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, furnish promptly make available to Parent: Parent on a timely basis (ia) a copy of each material report, schedule, registration form, statement and other document filed or received by it during such period pursuant to the requirements of federal domestic or state securities Laws foreign (whether national, federal, state, provincial, local or otherwise) laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed request, in each case subject to any confidentiality restrictions or legal restrictions that prohibit the Company's ability to provide any such information to Parent. The Company shall, and those in preparation and the workpapers shall cause each of its auditors). Nothing herein subsidiaries to, (including, for the avoidance of doubt, this Section 5.2(ai) and Section 5.2(b)) shall require use their respective reasonable best efforts to cause any confidentiality provision in any Contract to which the Company or any of its Subsidiaries subsidiaries becomes a party to be inapplicable to Parent, its subsidiaries and their respective advisors or representatives and (ii) in the event such reasonable best efforts are unsuccessful, provide notice to Parent at least five business days prior to entering into such access contract that the Company or such subsidiary intends to enter into a Contract that contains confidentiality provisions that would prohibit Parent, its subsidiaries or their respective advisors or representatives from reviewing such Contract. Parent will hold, and will direct its officers, employees, investment bankers, attorneys, accountants and other advisors and representatives to hold, any and all information received from the Company, directly or indirectly, in confidence as and to the extent provided in the Confidentiality Agreement dated March 3, 2000, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). The parties hereby agree that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes term of the Company Board (or any committee or subcommittee thereof) related to Confidentiality Agreement is hereby amended such that it shall remain in full force and effect until the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations one year anniversary of the parties hereto. All requests for access pursuant to date of termination of this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and the COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMR Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (B) of a sensitive or personal nature that would reasonably be expected to expose the CMR Parties or the CCI Parties to the risk of liability, (C) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (D) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (E) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company Pivotal shall, and shall cause each of its Subsidiaries to, afford to ParentVMware, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Pivotal shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to furnish reasonably promptly to ParentVMware: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent VMware or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for except that the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or Pivotal to disclose any of its Subsidiaries to provide such access or information to the extent that such action (A) disclosure would contravene applicable Law. Promptly following the execution of this Agreement Pivotal shall designate a Pivotal lead integration manager reasonably satisfactory to VMware whose primary responsibilities and obligations will be expected to result in a waiver lead planning on Table of attorney-client privilegeContents behalf of Pivotal and, following the Closing, work product doctrine or similar privilege, (B) specifically relates to with VMware’s lead integration manager regarding the evaluation, deliberation or minutes integration of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Pivotal and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingVMware. (b) To the extent Parent VMware requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws related to export control and Applicable Anti-Corruption Laws, and Anti-Bribery Laws, the Company Pivotal shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate with such request and shall make available any personnel or experts engaged by the Company Pivotal or its Subsidiaries reasonably necessary to accommodate such request. (c) All such information shall be held confidential in accordance with the terms of the Non-Disclosure Agreement between VMware and Pivotal dated as of March 7, 2019 (the “Confidentiality Agreement”). No investigation pursuant to this section 5.4 or information provided, Made Available or delivered to VMware pursuant to this Agreement shall affect any of the representations, warranties, covenants, rights or remedies or the conditions to the obligations of, the parties hereunder. The Company parties acknowledge that VMware and Pivotal have previously executed the Confidentiality Agreement, which Confidentiality Agreement will continue in full force and effect in accordance with its terms. (d) Nothing in this section 5.4 shall require Pivotal or its Subsidiaries to permit any inspection, provide any access or disclose any information that would (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company unreasonably interfere with Pivotal’s or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries Subsidiaries’ business operations or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent result in the disclosure of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior materials or information subject to the date hereof attorney-client privilege, work product doctrine or any other applicable privilege, except, that in each of clauses (i) and (iii) consult in good faith with Parent regarding ii), Pivotal shall use commercially reasonable efforts to minimize the conduct effects of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior such restrictions or to the date hereof. With respect provide a reasonable alternative to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed oraccess.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Parent, Acquiror and solely for purposes of furthering the Merger Transactions, the Company Target shall, and shall cause each their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its Subsidiaries toofficers, afford employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub Acquiror and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Target shall, and shall cause each their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of its Subsidiaries toParent, furnish promptly Acquiror or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Acquiror and Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to Parent: (i) a copy return promptly every document furnished to them by one another or any of each reporttheir respective subsidiaries, scheduleaffiliates, registration statement officers, directors, employees and other document filed or received by it during such period pursuant to agents in connection with the requirements of federal or state securities Laws transactions contemplated hereby and any copies thereof, and (ii) all other information concerning its business, properties shall cause others to whom such documents may have been furnished promptly to return such documents and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any copies thereof any of its Subsidiaries to provide such access or information to the extent that such action them may have made. (Ad) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 II shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures The Shareholder and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Pubco and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Shareholder and Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Shareholder and Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: Pubco all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, during the period prior to the Effective Time, Pubco shall provide Shareholder and Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Shareholder and Company to confirm the accuracy of the representations and warranties of Pubco set forth herein and compliance by Pubco of its obligations hereunder, and, during such period, Pubco shall, and shall cause its officers, employees and representatives to, furnish promptly to the Shareholder and Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Shareholder and Company Board (or and Pubco will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any nonpublic information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and confidence. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to the confidentiality agreement between Menlo and Foamix, subject to dated June 25, 2019 (the “Confidentiality Agreement”) and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, afford to ParentMenlo and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other representatives, access at all reasonable access during normal business hours times on reasonable notice during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of Foamix) and, during such period, the Company Foamix shall, and shall cause each of its Subsidiaries the Foamix Subsidiary to, furnish promptly to Parent: Menlo (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (ii) all other information concerning its business, properties properties, litigation matters and personnel as Parent or Merger Sub Menlo may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 5.3 shall require the Company Foamix to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that Foamix shall, upon the request of Menlo, use its reasonable best efforts to obtain the required consent of any third party to such access or information to the extent that such action disclosure), or (Az) would reasonably be expected to result in a waiver the loss of attorney-client privilege (provided, that Foamix shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client or other privilege). In addition, work product doctrine Foamix and its officers and employees shall reasonably cooperate with Menlo in Menlo’s efforts to comply with the rules and regulations affecting public companies, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Subject to the Confidentiality Agreement and applicable Law, Menlo shall afford to Foamix and its officers, employees, accountants, counsel, financial advisors and other representatives, access at all reasonable times on reasonable notice during the period prior to the Effective Time to all their properties, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or similar privilegeoperations of Menlo) and, during such period, Menlo shall furnish promptly to Foamix (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) all other information concerning its business, properties, litigation matters and personnel as Foamix may reasonably request; provided, that nothing in this Section 5.3 shall require Menlo to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (By) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any of its obligations with respect to confidentiality obligation owing to a third party so long as (provided, that Menlo shall, upon the Company shall promptly notify Parent request of any such confidentiality obligations or access restrictions and Foamix, use commercially its reasonable best efforts to obtain the required consent of such any third party to provide such information and otherwise provide such access or disclosure), or (z) result in the loss of attorney-client privilege (provided, that Menlo shall use its reasonable best efforts to Parent, if requested and (b) generally describe the type allow for such access or disclosure in a manner that does not result in a loss of information that cannot be disclosed to Parent (to the extent not prohibited by law attorney-client or the underlying documentother privilege). In addition, Menlo and its officers and employees shall reasonably cooperate with Foamix in Foamix’s efforts to comply with the rules and regulations affecting public companies, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) No investigation review pursuant to this Section 5.2 5.3 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access information provided pursuant to this Section 5.2 must 5.3 shall be directed subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely laws, each party, for the purposes of furthering verifying the Merger Transactionsrepresentations and warranties of Fifth Third and Comerica, respectively, and preparing for the Mergers, the Company Bank Mergers and the other matters contemplated by this Agreement, shall, and Fifth Third and Comerica shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each party shall cooperate with each other party in preparing to execute after the Effective Time the conversion or consolidation of data, systems and business operations generally and in preparing for compliance with the regulatory requirements that will apply to Fifth Third and Fifth Third Bank following the Effective Time, which cooperation and preparations will include the assessment by Fifth Third after the date hereof of the information technology systems of Comerica and its Subsidiaries, and, during such period, the Company each of Fifth Third and Comerica shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Fifth Third or Comerica, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither Fifth Third nor Comerica nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of Fifth Third’s or Comerica’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply. (b) To Each party shall hold all information furnished by or on behalf of each other party or any of such party’s Subsidiaries or representatives pursuant to Section 7.2(a) in confidence to the extent Parent requests further information or investigation required by, and in accordance with, the provisions of the basis of any potential violations of Lawletter agreement, including Customs & Trade Lawsdated September 24, 2025, between Fifth Third and Anti-Bribery Laws, Comerica (the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request“Confidentiality Agreement”). (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding No investigation by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge either of the Company, threatened against the Company, any of its Subsidiaries parties or any of their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in their capacity as such (a “New Litigation Claim”); (ii) notify Parent this Agreement shall give any party, directly or indirectly, the right to control or direct the operations of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing the other party prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior Effective Time. Prior to the date hereof. With respect to any New Litigation Claim against Effective Time, each party shall exercise, consistent with the Company or terms and conditions of this Agreement, complete control and supervision over its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orits Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until Until the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodSection 9.01, the Company shall, shall and shall cause each of its Subsidiaries to, furnish promptly to afford to Parent: , its Subsidiaries and their respective Representatives, reasonable access during normal business hours, upon reasonable prior notice to the Company, to all of the Company’s and its Subsidiaries’ properties, books and records (ibut excluding any confidential information contained in personnel files to the extent the disclosure of such information is prohibited by Privacy Laws and any documents, records or information that relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or, subject to the disclosure requirements set forth in Section 6.02, to any Takeover Proposal) and to those management or other key employees of the Company to whom Parent reasonably requests access, and, during such period, and subject to the limitations described in parentheses above, the Company shall furnish to Parent, as promptly as reasonably practicable, (a) all information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request and (b) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businesslaws. Notwithstanding the foregoing, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and neither the workpapers Company nor any of its auditors). Nothing herein Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would (including, for i) reasonably be expected to jeopardize the avoidance attorney-client privilege of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing obligations to a third party so long as (in which case the Company will give notice to Parent of the fact that it is withholding such information or documents and the Parties will use their reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practical in the circumstances), or (ii) contravene any applicable Law. Parent and the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives (as applicable) to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives obligations provided in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith Confidentiality Agreement with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information obtained pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 7.01.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, Contracts, personnel and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: the other Parties (i) any information concerning such Party or its respective subsidiaries (including with respect to any pending or threatened Action) as the other Party may reasonably request and (ii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and (ii) all telephone conferences with the other information concerning its business, properties Parties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information their Representatives prior to the extent that such action (A) would reasonably be expected to result in a waiver mailing of attorney-client privilegethe Proxy Statement, work product doctrine or similar privilege, (B) specifically relates prior to the evaluationStockholders Meeting, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsrespectively, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would at such other times as may be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, none of the Parties shall be required by this Section 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice in accordance with this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Parties and any of their respective subsidiaries that may result from the requests for access pursuant to this Section 5.2 must be directed access, data and information hereunder. Prior to the Chief Financial Officer of Merger Effective Time, the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or parties with which any of the other Merger Transactions Parties or any other of their respective subsidiaries has a business relationship regarding the business of the other Parties and their respective subsidiaries or this Agreement and the transactions contemplated by this Agreement without the Company’s prior written consent of such other Party (such consent not to be unreasonably withheldprovided, conditioned or delayed)that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.2(a) shall be arranged by and with a representative deemed to restrict the Parties from contacting such parties in pursuing the business of the Company participatingParties operating in the ordinary course). (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreements, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering confidentiality agreements, from the Merger Transactionsdate hereof until the Effective Time, the Company shall, and shall cause each the Subsidiaries and the officers, directors, employees, auditors and agents of its the Company and the Subsidiaries to, afford to Parentthe officers, Merger Sub employees and their respective representatives agents of Parent and Purchaser reasonable access during normal business hours during to the period from the date of this Agreement until the earlier officers, employees, agents, properties, offices, plants and other facilities, books and records of the Effective Time or the valid termination of this Agreement pursuant to Article VIICompany and each Subsidiary, to all their respective propertiesshall furnish Parent and Purchaser with such financial, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws data and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub Purchaser, through its officers, employees or agents, may reasonably request (including Tax Returns filed and those in preparation shall instruct the employees, counsel and financial advisors of the Company and the workpapers Subsidiaries to cooperate reasonably (and subject to any applicable Laws, codes of its auditors). Nothing herein (includingconduct or similar requirements) with Parent, for Purchaser, and their officers, employees or agent in their investigation of the avoidance business of doubtthe Company and the Subsidiaries; provided, this Section 5.2(a) and Section 5.2(b)) however, that such access shall require only be provided to the extent that such access would not violate applicable Laws or the terms of any contract to which the Company or any of the Subsidiaries is a party or by which any of their respective assets are subject; provided, further, however, that to the extent that the Company or any of the Subsidiaries is restricted in or prohibited from providing any such access to any documents or data pursuant to any such contract for the benefit of any third party, each of the Company and any such Subsidiary shall use its Subsidiaries reasonable best efforts to obtain any approval, consent or waiver with respect to such contract that is necessary to provide such access to such officer, employee or agent. If any of the information or material furnished pursuant to this Section 7.04 includes materials or information subject to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegeany other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, (B) specifically relates each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the evaluationdesire, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic intention and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations mutual understanding of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to that the Chief Financial Officer sharing of the Company such material or another person designated in writing by the Company. Notwithstanding anything herein to the contraryinformation is not intended to, Parent and Merger Sub shall not, and shall cause their respective representatives not towaive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, contact any partner, licensor, licensee, customer work product doctrine or supplier of other applicable privilege. All such information provided by the Company in connection with that is entitled to protection under the Offerattorney-client privilege, the Merger work product doctrine or any of the other Merger Transactions without the Company’s prior written consent (applicable privilege shall remain entitled to such consent not to be unreasonably withheldprotection under these privileges, conditioned or delayed)this Agreement, and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of under the Company participatingjoint defense doctrine. (b) To All information obtained by Parent or Purchaser pursuant to this Section 7.04 shall be kept confidential in accordance with the extent Parent requests further information or investigation of confidential disclosure agreement, dated January, 3, 2008 (the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon Prior to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 9.1, upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives reasonable (collectively, “Representatives”) of Parent access during normal business hours during to the period from Company’s and the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective Company Subsidiaries’ properties, assets, books, contractsrecords, commitments, Contracts and personnel and records and, during such period, the Company shallshall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent all other information with respect to the Company as Parent may reasonably request. (b) Notwithstanding anything to the contrary in this Section 7.3, none of the Company, Parent or any of their respective Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other party, in each case if such access, disclosure, assistance or cooperation (i) would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client privilege with respect to such information, or (ii) would contravene any applicable Law or Contract to which the applicable party is a subject or bound; provided that the Company and Parent shall, and each shall cause its Subsidiaries to, furnish promptly use reasonable best efforts to Parent: make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract in effect on the date hereof or after the date hereof and (C) as necessary to address reasonable attorney-client, work-product or other privilege or confidentiality concerns) and to provide such information as to the applicable matter as can be conveyed. (c) The Company will use reasonable efforts to (i) continue to progress the Phase 3 CONDOR trial evaluating the diagnostic performance and clinical impact of PyL (18F-DCFPyL) to a copy readout of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws top-line results and (ii) all other lock the main study databases for that trial by December 31, 2019. The main study databases shall contain information concerning required to analyze the trial’s primary efficacy endpoints. The Company will grant Parent and its businessRepresentatives unrestricted access to the main study databases once locked, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers Company will also share with Parent and its advisors results of its auditors)primary efficacy endpoints analysis within five Business Days after the main study databases are locked. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the The Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and will use commercially reasonable efforts to obtain provide Parent and its advisors with reasonable access and support from the consent trial’s lead investigator, the contract research organization hosting the main database, the contract research organization in charge of such third party statistical analysis of the primary endpoints and the imaging core laboratory responsible for performing the central review of medical images. The Company authorizes Parent to provide such have performed an independent review and analysis of trials data contained in the main study databases by an independent statistician selected by Parent. (d) All information furnished pursuant to this Section 7.3 shall be subject to the confidentiality agreement, dated as of July 15, 2019, by and otherwise provide such access to Parent, if requested between the Company and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 7.3 shall affect any representation the representations, warranties or warranty in this Agreement of any party hereto or any condition conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParties contained herein. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or Laws and any COVID-19 Measures and solely for purposes of furthering the Merger Transactionsapplicable Judgment, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until and the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all upon reasonable notice, the Company shall afford, and shall cause its Subsidiaries and each of their respective Representatives to afford, to Parent and its Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees, agents, properties, assets, books, contractsContracts, commitmentswork pagers, personnel and reports, correspondence records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant documents and information relating to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information (other than any of the foregoing that relate to the extent that such action (A) would reasonably be expected negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to result in a waiver of attorney-client privilege, work product doctrine any Takeover Proposal or similar privilege, (B) specifically relates relating to the evaluation, any deliberation or minutes of the Company Board (or any duly authorized committee or subcommittee thereof) related regarding any Takeover Proposal or Adverse Recommendation Change) and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its and its Subsidiaries’ business, personnel, assets, liabilities and properties as Parent may reasonably request (other than any information that the Company determines in its reasonable judgment relates to the Merger Transactionsnegotiation and execution of this Agreement, the strategic and financial alternatives process leading theretoor, except as expressly provided in Section 5.02, to any Takeover Proposal or relating to any information or materials provided to deliberation of the Company Board (or any duly authorized committee or subcommittee thereof) regarding any Takeover Proposal or Adverse Recommendation Change), in each case, for any reasonable purpose in connection therewith with the consummation of the Transactions (including for integration planning); provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, however, that (Ca) the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would reasonably be expected (i) result in the disclosure of Trade Secrets or competitively sensitive information to third parties, (ii) violate any applicable Law Law, an applicable Judgment, a Contract or any binding confidentiality obligation owing to a third party so long as or (iii) jeopardize the Company shall promptly notify Parent protection of any such confidentiality obligations an attorney-client privilege, attorney work product protection or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentother legal privilege, if requested and (b) generally describe the type of information that canCompany shall not be disclosed required to provide access to Parent (or its Representatives to the extent not prohibited by law conduct any environmental sampling or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions testing without the Company’s prior written consent (such consent which shall not to be unreasonably withheld, conditioned or delayed); provided further, however, in each case, so long as the Company has used reasonable best efforts to cooperate and used reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such applicable privilege, Law or agreement including disclosure of such information through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. Until the Effective Time, all information provided under this Section 5.06 will be subject to the terms of the letter agreement dated as of September 23, 2024, by and between the Company and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of (the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. Subject to the terms of the confidentiality agreement between Parent and the Company dated as of April 23, 2002 (a) Upon the "Confidentiality Agreement"), upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company each party shall, and shall cause each of its Subsidiaries to, afford to Parentthe other party and to their Representatives, Merger Sub reasonable and their respective representatives reasonable prompt access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contractsContracts, commitments, personnel and records and, during such period, the Company each party shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement statement, form and other document (including all exhibits and all other information incorporated therein) filed or received by it during such period pursuant to the requirements of federal domestic or state foreign (whether national, Federal, state, provincial, local or otherwise) securities Laws laws and (iib) all other information concerning its and its Subsidiaries' business, properties properties, assets, books, Contracts, commitments, personnel and personnel records as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and request. Except for disclosures expressly permitted by the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (Confidentiality Agreement, each party shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the other party, directly or any committee or subcommittee thereof) related to indirectly, in confidence in accordance with the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Confidentiality Agreement. No investigation pursuant to this Section 5.2 shall 5.03 or information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty warranties of the parties hereto contained in this Agreement of any party hereto or any condition the conditions hereunder to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel (including consultants and independent public accountants) and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns patent applications filed or being prepared to be filed with the U.S. Patent and those in preparation Trademark Office or analogous foreign authorities, filings made or proposed to be made with the FDA pursuant to the FDC Act and applicable regulations of the workpapers FDA and all correspondence with the FDA); provided, however, that the Company shall be required to disclose information that would otherwise jeopardize protections offered under the attorney-client privilege or the work-product doctrine or might violate any confidentiality obligations of the company only to appropriate counsel to the parties -whose access to such information would not jeopardize such privileges. Except as required by law, Parent will hold, and will cause its auditors). Nothing herein (includingofficers, for the avoidance of doubtemployees, this Section 5.2(a) accountants, counsel, financial advisers and Section 5.2(b)) shall require other representatives and affiliates to hold, any and all information received from the Company or any of its Subsidiaries to provide such access subsidiaries, directly or information indirectly, in confidence, according to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes terms of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsConfidentiality Agreement dated September 17, the strategic and financial alternatives process leading thereto, or any information or materials provided to 1998 between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent and Ethicon, Inc., an Affiliate of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document"Confidentiality Agreement"). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or45 40

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including; provided, for however, that the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or to disclose any of its Subsidiaries to provide such access or information to the extent that such action (A) disclosure would contravene applicable Law. None of the Company or its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to result in violate a waiver Contract or obligation of confidentiality owing to a third party, or waive the protection of an attorney-client privilege, work product doctrine or similar other legal privilege, (B) specifically relates to . The parties will make appropriate substitute disclosure arrangements under circumstances in which the evaluation, deliberation or minutes restrictions of the Company Board (or any committee or subcommittee thereof) related to preceding sentence apply. All such information shall be held confidential in accordance with the Merger Transactions, terms of the strategic and financial alternatives process leading thereto, or any information or materials provided to letter agreement between the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and dated February 28, 2014 (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shallwill provide to Buyer (and its officers, directors, employees, accountants, consultants, legal counsel, agents and shall cause each of its Subsidiaries toother representatives, afford to Parentcollectively, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s and its subsidiaries’ properties, books, contracts and records, personnel and other information as Buyer may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contractsemployees and other aspects of the Company; provided, commitmentshowever, personnel and records and, during such period, that the Company shallshall not be required to provide access to any information or documents which would, and shall cause each in the reasonable judgment of its Subsidiaries tothe Company, furnish promptly to Parent: (i) a copy of each reportbreach any agreement with any third-party, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all constitute a waiver of the attorney-client or other information concerning its businessprivilege held by the Company, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)iii) otherwise violate any applicable Laws. Nothing herein (including, for For the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require notwithstanding the foregoing, the Company or has not provided, shall not be required to provide, and following the Spin-Off the Company shall not have access to, the properties, books, contracts and records and other information as it relates to the business, assets, liabilities, employees and other aspects of the Drug Delivery Business, and neither the Company nor CPEX shall have any of its Subsidiaries obligation at any time to grant such access to Buyer; provided, however, that the Company shall reasonably cooperate to provide such requested information and access or information with respect to CPEX to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates related to the evaluationtransactions contemplated by this Agreement. The Company shall cause the officers, deliberation or minutes employees, consultants, agents, accountants, attorneys and other Representatives of the Company Board (or any committee or subcommittee thereof) related and its subsidiaries to the Merger Transactionsreasonably cooperate with Buyer and Buyer’s Representatives in connection with such investigation and examination, the strategic and financial alternatives process leading thereto, or any information or materials provided to Buyer and its Representatives shall cooperate with the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company and its Representatives and shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially their reasonable efforts to obtain minimize any disruption to the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and business. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 The parties shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to obligations under the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. Subject to the confidentiality agreement between Parent and the Company, dated July 30, 2010 (athe “Confidentiality Agreement”) Upon reasonable advance written notice, subject to and applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to ParentParent and its officers, Merger Sub employees, accountants, counsel, financial advisors and their respective representatives other Representatives, reasonable access during normal business hours at all reasonable times on reasonable notice during the period from between the date of this Agreement until and the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, in accordance with Section 8.1 to all their respective properties, assets, books, contracts, commitments, personnel and records records, including for the purpose of conducting Phase I environmental site assessments (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties properties, litigation matters, personnel and personnel environmental compliance and property condition as Parent or Merger Sub may reasonably request (including Tax Returns filed and those request; provided, that nothing in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (A) violate applicable Law, (B) violate any of its Subsidiaries obligations with respect to provide confidentiality (provided, that the Company shall, upon the request of Parent, use its commercially reasonable efforts to obtain the required consent of any third party to such access or information disclosure, it being understood that the Company shall not be required to make any payments in connection with the extent fulfillment of its obligations under this clause (B)), or (C) result in the loss of attorney-client privilege (provided, that the Company shall use its commercially reasonable efforts to allow for such action (A) would reasonably be expected to access or disclosure in a manner that does not result in a waiver loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as it being understood that the Company shall promptly notify Parent not be required to make any payments in connection with the fulfillment of any such confidentiality its obligations or access restrictions under this clause (C)). In addition, the Company and use commercially reasonable its officers and employees shall reasonably cooperate with Parent, at Parent’s sole cost and expense, in Parent’s efforts to obtain comply with the consent of such third party to provide such information rules and otherwise provide such access to Parentregulations affecting public companies, if requested and (b) generally describe including the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. No investigation review pursuant to this Section 5.2 6.2 shall affect or be deemed to modify any representation or warranty in this Agreement contained herein, the covenants or agreements of any party the parties hereto or any condition the conditions to the obligations of the parties heretohereto under this Agreement. All requests for access information provided pursuant to this Section 5.2 must 6.2 shall be directed subject to the Chief Financial Officer terms of the Confidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, the Company hereby consents to Parent contacting any time after the date hereof those Persons set forth on Section 6.2 of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company Disclosure Letter in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not supplies to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingfollowing the Closing. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or Parent or any of their respective subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and Parent shall (and shall cause each of its Subsidiaries their respective subsidiaries to, furnish promptly to Parent: ): (i) a copy of each reportprovide to the other party (and the other party’s officers, scheduledirectors, registration statement employees, accountants, consultants, legal counsel, agents and other document filed or received by it representatives, collectively, “Representatives”) reasonable access during such period pursuant normal business hours upon prior notice to the requirements officers, employees, agents, properties, offices and other facilities of federal such party and its subsidiaries and to the books and records thereof, including access to enter any real property owned, leased, subleased or state securities Laws occupied by such party or such party’s Subsidiary in order to conduct an environmental assessment of such property (provided that no subsurface investigation work of the sort commonly referred to as “Phase II” investigatory work shall be conducted absent the prior written consent of the other party, which consent shall not be unreasonably withheld); and (ii) all furnish promptly to the other party such information concerning its the business, properties properties, contracts, assets, liabilities, personnel and personnel other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that (A) no pricing or other competitively sensitive information retrieved from the Company will be made available to persons who are involved in any pricing or sales activity at Parent or Merger Sub may reasonably request any Parent Subsidiary, (including Tax Returns filed and those B) no pricing or other competitively sensitive information retrieved from Parent will be made available to persons who are involved in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require any pricing or sales activity at the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Subsidiary and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as neither Parent nor the Company shall promptly notify Parent of use any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain information obtained from the consent other party for any purpose other than evaluation of such third other party to provide such information and otherwise provide such access to Parent, if requested and in connection with this Agreement. (b) generally describe All information obtained by the type of information that cannot parties pursuant to this Section 6.03 shall be disclosed to kept confidential in accordance with the confidentiality agreement, dated January 6, 2004 (the “Confidentiality Agreement”), between Parent and the Company. (to the extent not prohibited by law or the underlying document). c) No investigation pursuant to this Section 5.2 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Parent, Merger Sub and solely for purposes of furthering the Merger Transactions, the Company Target shall, and shall cause each their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the officers, employees and agents of one another complete access at all reasonable times to one another’s officers, employees, agents, properties, offices, plants and other facilities and to all books and records, and shall furnish one another with all financial, operating and other data and information as each, through its Subsidiaries toofficers, afford employees or agents, may reasonably request; provided, however, that no party shall be required to provide access or furnish information which it is prohibited by law or contract to provide or furnish. (b) Each of Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Target shall, and shall cause each their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by law) and shall insure that such officers, directors, employees and agents do not disclose such information to others without the prior written consent of its Subsidiaries to▇▇▇▇▇▇, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub or Target, as the case may reasonably request be. (including Tax Returns filed c) In the event of the termination of this Agreement, Parent, Merger Sub and those in preparation Target shall, and the workpapers of its auditors). Nothing herein shall cause their respective affiliates, officers, directors, employees and agents to (including, for the avoidance of doubt, this Section 5.2(a1) and Section 5.2(b)) shall require the Company return promptly every document furnished to them by one another or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilegetheir respective subsidiaries, work product doctrine or similar privilegeaffiliates, (B) specifically relates to the evaluationofficers, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactionsdirectors, the strategic employees and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) agents in connection therewith or (C) would reasonably be expected to violate with the transactions contemplated hereby and any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentcopies thereof, if requested and (b2) generally describe the type shall cause others to whom such documents may have been furnished promptly to return such documents and any copies thereof any of information that cannot be disclosed to Parent them may have made. (to the extent not prohibited by law or the underlying document). d) No investigation pursuant to this Section 5.2 2 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the parties herein or any condition the conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries (determined in accordance with Regulation S-X promulgated under the Securities Act) to, afford to Parentthe other Party and to the officers, Merger Sub employees, accountants, legal counsel, financial advisors and their respective other representatives of such other Party, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective significant subsidiaries to, furnish promptly to Parent: the other Party (ia) a copy of each report, schedule, registration statement and other document filed or received furnished by it during such period pursuant to the requirements of federal Federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided that each of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or and Parent shall have the right to access the properties, books, contracts, commitments, personnel and records of any non-significant subsidiary of its Subsidiaries the other Party to provide such access or information to the extent that the operations or business of any such action (A) subsidiary would reasonably be expected to result in have a waiver of attorney-client privilegeMaterial Adverse Effect upon such other Party. Without limiting the foregoing, work product doctrine or similar privilege, (B) specifically relates Parent and its representatives shall be allowed to the evaluation, deliberation or minutes conduct a Phase I environmental investigation of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsCompany, the strategic Company Subsidiaries and financial alternatives process leading theretotheir properties, but shall not be allowed, absent the prior written approval of the Company, to perform any environmental sampling or any information analysis of the sort commonly referred to as a Phase II environmental investigation, which approval shall not be unreasonably withheld or materials provided to delayed; provided, however, that the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as Parties acknowledge and agree that the Company shall promptly notify Parent conduct and completion of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that canenvironmental investigation shall not be disclosed to Parent (a condition to the extent closing of the Transactions. The Company and the Company Subsidiaries shall reasonably cooperate with Parent and its representatives in connection with any such environmental investigation, including making available personnel, outside contractors and outside consultants with knowledge of environmental matters pertaining to the Company, the Company Subsidiaries and their properties and making available relevant documents related to such matters. Neither Parent nor Sub shall, and Parent and Sub shall cause each of its representatives not prohibited by law or the underlying document). No investigation to, use any information acquired pursuant to this Section 5.2 shall affect 6.03 for any representation or warranty in this Agreement of any party hereto or any condition purpose unrelated to the obligations consummation of the parties heretoTransactions. All requests for access information exchanged, made available or acquired pursuant to this Section 5.2 must 6.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws, each of COVID-19 or any COVID-19 Measures South State and solely CenterState, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe Representatives of the other party, Merger Sub and their respective representatives reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, provided that such investigation or requests shall not interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such period, the Company each of South State and CenterState shall, and shall cause each of its Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that South State or CenterState, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither South State nor CenterState nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of South State’s or CenterState’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply. (b) To Each of South State and CenterState shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or Representatives pursuant to this Agreement in confidence to the extent Parent requests further information or investigation required by, and in accordance with, the provisions of the basis of any potential violations of Lawconfidentiality agreement, including Customs & Trade Lawsdated October 1, 2019, between South State and Anti-Bribery Laws, CenterState (the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request“Confidentiality Agreement”). (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding No investigation by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge either of the Company, threatened against the Company, any of its Subsidiaries parties or any of their respective representatives Representatives shall affect or be deemed to modify or waive the representations, warranties, covenants and agreements of the other set forth herein. Nothing contained in their capacity as such (a “New Litigation Claim”); (ii) notify Parent this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing the other party prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior Effective Time. Prior to the date hereof. With respect to any New Litigation Claim against Effective Time, each party shall exercise, consistent with the Company or terms and conditions of this Agreement, complete control and supervision over its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orits Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as otherwise prohibited by applicable Law or the terms of any Contract to applicable logistical restrictions or limitations as a result of COVID-19 which the Company or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries tois subject (provided, afford that the Company shall use its reasonable best efforts to Parentpromptly obtain any consent required under such contract or agreement in order that it may comply with the terms of this Section 7.04(a)), Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of date on which this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel is terminated in accordance with its terms and records and, during such periodthe Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) provide to Parent and Parent’s Representatives access, at reasonable times upon prior notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof; (ii) furnish promptly to Parent: (i) a copy of each reportParent such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed or received by it during such period pursuant to aspects of the requirements of federal or state securities Laws Company and (ii) all other information concerning its business, properties and personnel Subsidiaries as Parent or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest, for the avoidance of doubtprovided, this Section 5.2(a) and Section 5.2(b)) shall require however, that the Company or any of its Subsidiaries shall not be required to provide access to or disclose any information if such access or information to the extent that such action disclosure would (A) would reasonably be expected to result in a waiver of jeopardize any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege of the Company or any of its Subsidiaries, (B) specifically relates violate any Contract entered into prior to the evaluationdate of this Agreement, deliberation Law or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger TransactionsOrder, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to give a third party so long as the right to terminate or accelerate the rights under a Contract entered into prior to the date of this Agreement; provided, in each case of (A), (B) and (C), that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain the consent of cause such information to be provided in a manner that would not result in such jeopardy or violation or third party right; and (iii) instruct its Representatives to provide reasonably cooperate with Parent and its Representatives in their investigation. Notwithstanding the foregoing, any such information and otherwise provide investigation shall be conducted in such access a manner as not to Parent, if requested and unreasonably interfere with the business or operations of the Company or its Subsidiaries. (b) generally describe All information obtained by the type parties pursuant to this Section 7.04 shall be kept confidential in accordance with the Confidentiality Agreement. Parent shall be responsible for any unauthorized disclosure of any such information that canprovided or made available pursuant to this Section 7.04 by its Representatives, except for any such Representative who is not one of Parent’s or its Affiliates’ directors, members, partners, officers or employees and who has agreed to be disclosed bound by the confidentiality and use terms of the Confidentiality Agreement (and any other terms which are applicable to Parent such Representative). (to the extent not prohibited by law or the underlying document). c) No investigation pursuant to this Section 5.2 7.04 shall affect any representation representation, warranty, covenant or warranty agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during During the period from the date of this Agreement until to and including the earlier Company Merger Effective Time, each of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company Parties shall, and shall cause each of their respective subsidiaries to, subject to applicable Law and any COVID-19 Measures, afford to the other Parties and to their respective Representatives reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books and records that the other Party may reasonably request and, during such period, each of the Parties shall, and shall cause each of their respective subsidiaries to and shall use their reasonable best efforts to cause its Subsidiaries Representatives to, furnish reasonably promptly to Parent: (i) the other Parties a copy of each any report, schedule, registration statement and or other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all as the other information concerning its business, properties and personnel as Parent or Merger Sub Party may reasonably request (including Tax Returns filed request. In connection with such reasonable access to information, each of the Parties shall use their reasonable best efforts to cause its respective Representatives to participate in meetings and those in preparation telephone conferences with the other Parties and their Representatives prior to the mailing of the CMOF Proxy Materials and the workpapers of its auditors). Nothing herein (including, for Prospectus included in the avoidance of doubt, this Section 5.2(a) Registration Statement on Form S-4 and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide at such access or information to the extent that such action (A) would other times as may be reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)requested. No investigation pursuant to under this Section 5.2 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All requests for access pursuant to Notwithstanding the foregoing, none of the Parties shall be required by this Section 5.2 must be directed 7.2(a) to provide the other Parties or their respective Representatives with access to or to disclose information (i) that is subject to the Chief Financial Officer terms of the Company or another person designated in writing by the Company. Notwithstanding anything herein a confidentiality agreement with a third party entered into prior to the contrarydate of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (provided, Parent and Merger Sub however, that the withholding Party shall notuse its commercially reasonable efforts (without payment of any consideration, and shall cause their respective representatives not tofees or expenses) to obtain the required consent of such third party to such access or disclosure), contact (ii) of a sensitive or personal nature that would reasonably be expected to expose the CMOF Parties or the CCI Parties to the risk of liability, (iii) the disclosure of which would violate any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger Law applicable to such Party or any of its Representatives (provided, however, that the withholding Party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty), (iv) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (v) for the purpose of allowing Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. The Parties will use their reasonable best efforts to minimize any disruption to the businesses of the other Merger Transactions without Parties and any of their respective subsidiaries that may result from the Company’s prior written consent (such consent not to be unreasonably withheldrequests for access, conditioned or delayed), data and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation hereunder. (b) To Each Party will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company Subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period Law from the date of this Agreement until to the earlier Effective Time, the Company shall (and shall cause the Company Subsidiaries to): (i) provide to Parent (and its officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, "Representatives") reasonable access at reasonable times, upon prior notice to the Company, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the valid termination of this Agreement pursuant Company Subsidiaries and to Article VIIthe books and records thereof (including, without limitation, access to all their respective the Company's accountants, any correspondence between the Company and such accountants and work papers prepared with respect to the Company by such accountants), (ii) provide to Parent and its Representatives access to the Real Property for Parent to conduct any environmental site assessment that Parent deems appropriate, including, without limitation, access to enter upon and investigate and collect air, surface water, groundwater and soil samples, and (iii) furnish promptly such information concerning the business, properties, contracts, assets, books, contracts, commitmentsliabilities, personnel and records and, during such period, other aspects of the Company shall, and shall cause each of its the Company Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub their respective Representatives may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation conducted pursuant to this Section 5.2 6.03 shall affect or be deemed to modify any representation or warranty made in this Agreement of any party hereto or any condition to the obligations of the Agreement. (b) The parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity as such obligations under the Confidentiality Agreement dated January 26, 2000 (a “New Litigation Claim”); (iithe "Confidentiality Agreement") notify among Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior the Company with respect to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating information disclosed pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orSection 6.03.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result Law, each of COVID-19 or any COVID-19 Measures CenturyLink and solely for purposes of furthering the Merger Transactions, the Company Qwest shall, and shall cause each of its respective Subsidiaries to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company each of CenturyLink and Qwest shall, and shall cause each of its respective Subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities Laws laws or commission actions and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or that either party may withhold any of its Subsidiaries to provide such access document or information that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure) or subject to Parent, if requested and any attorney-client privilege (bprovided that the withholding party shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) generally describe the type in a manner that does not result in a loss of attorney-client privilege) or that constitutes customer information that cannot be disclosed is subject to Parent (confidentiality requirements under the Communications Act and FCC Rules. If any material is withheld by such party pursuant to the extent not prohibited by law or proviso to the underlying document)preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. No investigation All information exchanged pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition be subject to the obligations of confidentiality agreement dated March 16, 2010 between CenturyLink and Qwest (the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to contractual and legal restrictions applicable logistical restrictions to Parent or limitations as a result of COVID-19 the Company or any COVID-19 Measures and solely for purposes of furthering their respective subsidiaries with respect to the Merger Transactionsexchange of information, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, afford to Parentthe other party and to the Representatives of such other party, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (including the work papers of independent accountants, if available, and subject to the consent of such independent accountants), including for purposes of Parent and its Representatives, to conduct audits from time to time of the Company’s and the Company Subsidiaries’ practices and procedures pursuant to Medicare, Medicaid and any other federal health care program (as such term is defined in 42 U.S.C. §1320a-7b(f)) activities, and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide that such access or information to does not unreasonably disrupt the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes normal operations of the Company Board (or any committee or subcommittee thereof) related to and the Merger Transactions, the strategic and financial alternatives process leading theretoCompany Subsidiaries, or any information or materials provided to Parent and the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long Parent Subsidiaries, as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)applicable. No investigation pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. This Section 6.02 shall not require the Company or any Company Subsidiary, or Parent or any Parent Subsidiary, to permit any access, or to disclose any information, that in the reasonable judgment of such party, would reasonably be expected to result in (i) the disclosure of any trade secrets of Third Parties or a violation of any of its obligations with respect to confidentiality if such party shall have used its reasonable best efforts to obtain the consent of such Third Party to such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, a Governmental Entity alleging that providing such information violates any Regulatory Law or (iv) a violation of applicable privacy Laws. If any material is withheld by such party pursuant to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. All requests for access information exchanged pursuant to this Section 5.2 must 6.02 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingConfidentiality Agreement. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, Subject to the Confidentiality Agreement and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Applicable Law, and solely for the purposes of furthering the Merger TransactionsMerger, the Company upon reasonable notice, Raytheon shall, and shall cause each its subsidiaries to, and UTC shall, and shall cause the subsidiaries of its Subsidiaries UTC RemainCo to, afford to Parentthe other party and to the officers, Merger Sub employees and their respective representatives Representatives of such other party, reasonable access access, during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all of its and their respective properties, assets, books, contracts, commitments, personnel and records and(provided that such access shall not unreasonably interfere with the business or operations of such party), and during such period, the Company Raytheon shall, and shall cause each its subsidiaries to, and UTC shall, and shall cause the subsidiaries of its Subsidiaries UTC RemainCo to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and the other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) party all other information concerning its and their business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request; provided that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, foregoing shall not require Raytheon or UTC to disclose any information pursuant to this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information 6.2 to the extent that (i) in the reasonable good faith judgment of such action party, any Applicable Law requires such party or its subsidiaries to restrict or prohibit access to any such information, (Aii) in the reasonable good faith judgment of such party, the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would reasonably be expected to result in a waiver the loss of attorney-client privilege, attorney work product doctrine or similar other relevant legal privilege; provided, further, that, with respect to the foregoing clauses (i) through (iii), Raytheon or UTC, as applicable, shall use its commercially reasonable efforts to (A) obtain the required consent of any third party necessary to provide such disclosure, (B) specifically relates develop an alternative to providing such information so as to address such matters that is reasonably acceptable to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic other party and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably be expected to violate any applicable permit the disclosure of such information without violating Applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any jeopardizing such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)privilege. No investigation review pursuant to this Section 5.2 6.2 shall affect any representation or warranty in this Agreement of any given by the other party hereto or any condition to the obligations of the parties hereto. All requests for access Any information provided or made available pursuant to this Section 5.2 must 6.2 shall be directed to governed by the Chief Financial Officer terms and conditions of the Company or another person designated in writing by the CompanyConfidentiality Agreement. Notwithstanding anything herein to the contrarycontrary in this Section 6.2, Parent UTC and Merger Sub its subsidiaries shall nothave no obligation under, and shall cause their respective representatives not be required to afford access or furnish information pursuant to, contact any partner, licensor, licensee, customer or supplier this Section 6.2 in respect of the Company Separation or the Distributions, to which this Section 6.2 shall not apply, it being understood that UTC’s obligations in connection with respect of access to information relating to the Offer, Separation and the Merger or any Distributions are governed by Section 6.8 and Section 6.16 (including Section 6.16 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedUTC Disclosure Letter), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours hours, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIin accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws; and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein ; provided, however, that the foregoing shall not require the Company to disclose any information to the extent such disclosure would (includingi) contravene applicable Law, for (ii) breach or cause a default under any confidentiality agreement with any third party entered into prior to the avoidance date of doubt, the Original Agreement that relate to any discussions regarding transactions of a nature similar to the transactions contemplated hereby (provided that disclosures required pursuant to Section 6.2 with respect to a party to any such confidentiality agreement or any proposals they may make shall not be limited by this Section 5.2(a6.4), or (iii) and Section 5.2(b)) shall require constitute a waiver of the attorney-client privilege held by the Company or any of its Subsidiaries to provide Subsidiaries. All such access or information to shall be held confidential in accordance with the extent terms of that such action (A) would reasonably be expected to result in a waiver of attorney-client privilegecertain CryoLife, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of Inc. Mutual Confidential Disclosure Agreement between Parent and the Company Board dated as of September 29, 2010 (or any committee or subcommittee thereof) related to the “Confidentiality Agreement”); provided, further, that following the date on which the Merger Transactionsis approved, the strategic and financial alternatives process leading thereto, or parties agree that any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to request by Parent, if requested and Merger Sub or their respective Representatives pursuant to this Section 6.4 shall be deemed to be reasonable for purposes of clause (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)above. No investigation pursuant to this Section 5.2 6.4 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon During the Interim Period, to the extent permitted by applicable Law and contracts, upon reasonable advance written noticeadvanced notice and at the reasonable request of the other Party, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures counsel, each of Company and Parent, solely for the purposes of furthering the Merger Transactionsand the other transactions contemplated hereby or integration planning relating thereto, the Company shall, and shall cause each of its Company Subsidiaries and the Parent Subsidiaries, respectively, to, afford to Parent, Merger Sub and their respective representatives the Representatives of such other Party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all of their respective propertiesproperties (provided that no invasive testing may be conducted), assetsoffices, books, contracts, commitments, personnel and records records; provided that all such access shall be coordinated through the other Party or its Representatives in accordance with such procedures as they may reasonably jointly establish. and, during such period, the each of Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other Party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed request, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers and those in preparation consultants; provided that any access to properties and personnel shall be subject to reasonable requirements established by the workpapers of its auditors)providing Party with respect to COVID-19 or COVID-19 Measures. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company No representation or any of its Subsidiaries to provide such access or information warranty as to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type accuracy of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 7.2 is made and the Parties may not rely on the accuracy of such information except to the extent expressly set forth in the representations and warranties included in Article 4 or Article 5, and no investigation under this Section 7.2(a) or otherwise shall affect any representation of the representations and warranties of Company or warranty of Parent respectively, contained in this Agreement of any party hereto or any condition to the obligations of the parties heretoParties under this Agreement. All Notwithstanding the foregoing, neither Company nor Parent shall be required by this Section 7.2(a) to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice, (B) the disclosure of which would violate any Law applicable to such Party or any of its Representatives or (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of loss of privilege to the disclosing Party. The Parties will cooperate in good faith to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Each of Company and Parent will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access pursuant to access, data and information hereunder. Except as otherwise provided in this Section 5.2 must be directed Agreement, prior to the Chief Financial Officer Effective Time, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub Company shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or any of parties with which the other Merger Transactions Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the Company’s prior written consent of such other Party (provided, that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict Parent or Company and their respective Representatives and Affiliates from contacting such consent not to be unreasonably withheld, conditioned or delayed), and parties in pursuing the business of Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of Company respectively operating in the Company participatingordinary course). (b) To Each of Company and Parent will hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreement, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to contractual and legal restrictions applicable logistical restrictions to Parent or limitations as a result of COVID-19 the Company or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionstheir respective subsidiaries, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, afford to Parentthe other party and to the Representatives of such other party, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records (including the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, each of the Company and Parent shall, and shall cause each of its Subsidiaries respective subsidiaries to, furnish promptly to Parent: the other party (ia) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (iib) all other information concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide that such access or information to does not unreasonably disrupt the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes normal operations of the Company Board (or any committee or subcommittee thereof) related to and the Merger Transactions, the strategic and financial alternatives process leading theretoCompany Subsidiaries, or any information or materials provided to Parent and the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long Parent Subsidiaries, as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)applicable. No investigation pursuant to this Section 5.2 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. This Section 6.02 shall not require the Company or any Company Subsidiary, or Parent or any Parent Subsidiary, to permit any access, or to disclose any information, that in the reasonable judgment of such party would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality if such party shall have used its best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the loss of attorney-client privilege with respect to such information or (iii) in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive, a Governmental Entity alleging that providing such information violates any Regulatory Law. If any material is withheld by such party pursuant to the preceding sentence, such party shall inform the other party as to the general nature of what is being withheld. All requests for access information exchanged pursuant to this Section 5.2 must 6.02 shall be directed subject to the Chief Financial Officer Confidentiality Agreement. The restrictions set forth in the last paragraph beginning on page 3 of the Company or another person designated in writing by the Company. Notwithstanding anything herein Confidentiality Agreement shall be inapplicable with respect to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent or any proposals or negotiations by or on behalf of a party contemplated by this Agreement (such consent not including in response to be unreasonably withheld, conditioned or delayeda notice pursuant to Section 5.02(e), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating5.02(f) or 8.01(h)). (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date hereof until the earlier to applicable logistical restrictions or limitations as a result occur of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with its terms, the Company shall, and shall cause each the Company Subsidiaries and the Representatives, auditors and agents of its the Company and the Company Subsidiaries to, afford to Parent, the Representatives of Parent and Merger Sub and their respective representatives reasonable access during normal business working hours during upon reasonable advance notice to the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIofficers, to all their respective propertiesemployees, agents, assets, booksproperties, contractsoffices, commitmentsplants and other facilities, personnel books and records and, during such period, of the Company shall, and each Company Subsidiary and shall cause each of its Subsidiaries tofurnish Parent and Merger Sub with such financial, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement operating and other document filed or received by it during such period pursuant data and information (including the work papers of the Company’s accountants, subject to the requirements prior consent of federal or state securities Laws and (iisuch accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable) all other information concerning its business, properties and personnel as Parent or Merger Sub Sub, through their Representatives, may reasonably request (including Tax Returns filed and those request, as long as these actions are in preparation and the workpapers of its auditors). Nothing herein (includingcompliance with all applicable data privacy/protection Laws; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company may restrict or otherwise prohibit access to any of its Subsidiaries to provide such access documents or information to the extent that (i) any applicable Laws (including any Laws relating to security clearances) requires the Company to restrict or otherwise prohibit access to such action documents or information, including any Laws with respect to a Contract with a Governmental Authority to which the Company or any of the Company Subsidiaries is a party that restricts access without an appropriate security clearance (Aexcept to the extent that personnel at Parent or its Representatives has the appropriate security clearance required), (ii) access by Parent or its Representatives to such documents or information would reasonably be expected give rise to result in a waiver material risk (based on the advice of the Company’s outside counsel and after giving due consideration of the existence of any common interest, joint defense or similar agreement between the parties) of waiving any attorney-client privilege, work product doctrine or similar privilegeother applicable privilege applicable to such documents or information, or (Biii) specifically relates access to the evaluation, deliberation or minutes of a Contract to which the Company Board (or any committee Company Subsidiary is a party or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretootherwise bound would violate or cause a default under, or any information give a Third Party the right to terminate or materials accelerate the rights under, such Contract; provided to further, however, that in the event that the Company Board (does not provide access or any committee or subcommittee thereof) information in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as reliance on the preceding proviso, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to, as promptly as practicable, as the case may be, (x) obtain any necessary clearance or consent in order to obtain the consent of permit such third party to provide such information access or disclosure and otherwise (y) provide such access to Parent, if requested and (b) generally describe the type of or communicate such information that cannot be disclosed to Parent (including through its Representatives) in a way that would not violate the applicable Law or Contract or waive any such a privilege. Any investigation conducted pursuant to the extent access contemplated by this Section 6.2 shall be conducted in a manner that does not prohibited by law unreasonably interfere with the conduct of the business of the Company and the Company Subsidiaries or damage or destroy any property or assets of the underlying document)Company or any of the Company Subsidiaries. No investigation Any access to the properties and documents of the Company and the Company Subsidiaries afforded pursuant to this Section 5.2 6.2(a) shall be provided pursuant to, and subject to, the Company’s reasonable, generally applicable security measures. (b) All information obtained by Parent or Merger Sub pursuant to this Section 6.2 shall be held confidential in accordance with the confidentiality agreement, dated June 14, 2010 (the “Confidentiality Agreement”), between Parent and the Company. (c) The Company shall consult with Parent in good faith on a regular basis as requested by Parent to report material (individually or in the aggregate) operational Table of Contents developments, material change in the status of relationships with material customers and potential customers, material change in the status of ongoing operations and other material matters reasonably requested by Parent. (d) No investigation or consultation pursuant to this Section 6.2 or otherwise shall affect any representation representation, warranty, covenant or warranty other agreement in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingparties. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeExcept as prohibited by applicable Law, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering during the Merger TransactionsPre-Closing Period, the Company shall, use commercially reasonable efforts upon reasonable advance notice, and shall cause each of its Subsidiaries tosubject to applicable governmental restrictions and recommendations, afford to (i) give Parent, Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during (under the period from the date supervision of this Agreement until the earlier appropriate Company personnel and in a manner that does not unreasonably interfere with normal business operations of the Effective Time or the valid termination of this Agreement pursuant Company) to Article VII, relevant employees and facilities and to all their respective properties, assets, relevant books, contracts, commitments, personnel contracts and records and, during such period, of the Company shalland its Subsidiaries, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel permit Parent to make such non-invasive inspections as Parent or Merger Sub it may reasonably request and (including Tax Returns filed iii) cause its and those in preparation its Subsidiaries’ officers to furnish Parent with such financial and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) operating data and Section 5.2(b)) shall require other information reasonably available to the Company or any of its Subsidiaries to provide such access or information with respect to the extent business, properties, and personnel of the Company as Parent may from time to time reasonably request; provided that such action (A) would reasonably the purpose of any such access in the case of clause (i), or any such request, in the case of clauses (ii) and (iii), will be expected limited to result in a waiver the planning of attorney-client privilegethe integration of the Company, work product doctrine or similar privilegeits Subsidiaries and their respective businesses, on the one hand, with Parent, Parent’s Subsidiaries and their respective businesses, on the other hand and (B) specifically relates subject to the evaluationproviso in Section 4.3(c), deliberation nothing in this Section 4.3 shall require any Party to permit any inspection or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or disclose any information to any other Party that would unreasonably interfere with the conduct of such Party’s business or materials provided result in damage to the Company Board property (other than immaterial damage) or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to cause a third party so long as the Company shall promptly notify Parent violation of any privacy policy and similar restrictions that may be applicable to such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinginformation. (b) To Information obtained by Parent pursuant to Section 4.3(a) will constitute “Confidential Information” under the extent Parent requests further information or investigation Confidentiality Agreement and will be subject to the provisions of the basis Confidentiality Agreement, with such Confidentiality Agreement hereby amended to limit the permitted use of any potential violations information supplied pursuant to Section 4.3(a) to be solely in connection with the implementation of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestTransactions. (c) The Nothing in Section 4.3(a) requires the Company shall to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or would violate any of its Subsidiaries oror its Affiliates’ respective obligations with respect to confidentiality to a third party, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent would result in a violation of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and applicable Law, (iii) consult would result in good faith with Parent regarding loss of legal protection, including the conduct of the defense attorney-client privilege and work product doctrine or (iv) relates to consideration of any New Litigation Claim and Acquisition Proposal or any Legal Proceeding Intervening Event; provided that was existing prior to in the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactionscase of clauses (i) through (iii), that the Company shall consult with Parent and give Parent the opportunity use its commercially reasonable efforts to participate in the defense and settlement of any make alternative arrangements to afford such litigationaccess or furnish such information without breaching such confidentiality obligation, and no losing such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheldlegal protection or violating applicable Law, delayed oras applicable.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result Law and contracts, each of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance written notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel personnel, and records and, during such period, each of the Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, business and properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request, subject to any privacy protections with respect to information concerning personnel as may be required by applicable Law. Subject to the workpapers terms of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company Material Leases, Parent, at its own expense, shall have the right to such reasonable access during normal business hours and upon reasonable advance notice in order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examination or studies with respect to any Company Property that Parent deems to be reasonably necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, that (x) neither Parent nor any of its Subsidiaries Representatives shall be entitled to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine conduct intrusive soil testing or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the assessments at any Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions Property without the Company’s prior written consent and (y) Parent shall indemnify the Company for any losses, costs or damages caused by such consent not access. Subject to the terms of any applicable leases, the Company, at its own expense, shall have the right to such reasonable access during normal business hours and upon reasonable advance notice in order to prepare or cause to be unreasonably withheldprepared surveys, conditioned inspections, engineering studies, environmental assessments and other tests, examination or delayed)studies with respect to any Parent Property that Company deems to be reasonably necessary, and Parent and Merger Sub acknowledge and agree so long as such access does not unduly interfere with Parent’s ordinary conduct of business; provided, that any such contact shall be arranged by and with a representative of (x) neither the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or nor any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement Representatives shall be agreed entitled to conduct intrusive soil testing or similar assessments at any Parent Property without Parent’s prior written consent and (y) the Company shall indemnify Parent for any losses, costs or damages caused by such access. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (w) relating to the consideration, negotiation and performance of this Agreement and related agreements, (x) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding party shall use its reasonable best efforts to obtain the required consent of such Third Party to such access or disclosure), (y) the disclosure of which would violate any Law (including without limitation employee privacy Laws) or fiduciary duty (provided, however, that the withholding party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to be unreasonably withheldany attorney-client privilege (provided, delayed orhowever, that the withholding party shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of attorney-client privilege). (b) Each of the Company and Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement (which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the termination thereof).

Access to Information; Confidentiality. The Company agrees to permit Parent and Parent’s officers, directors, employees, accountants, counsel, financial advisors, agents and other representatives (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactionscollectively, the Company shall“Parent Representatives”) to visit and inspect the properties of the Company, the Bank and the Company’s Subsidiaries, to examine the corporate books and records and to discuss the affairs, finances and accounts of the Company, the Bank and the Company’s Subsidiaries with the Representatives of the Company, all upon reasonable notice and at such reasonable times and as often as Parent may reasonably request. Any investigation pursuant to this Section 6.2 shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access be conducted during normal business hours during and in such manner as not to interfere unreasonably with the period from conduct of the business of the Company, the Bank and the Company’s Subsidiaries, and nothing herein shall require any Representative of the Company to disclose any information to the extent (i) prohibited by applicable law or regulation, or (ii) that such disclosure would cause a violation of any agreement to which such Representative of the Company is a party as of the date of this Agreement until or would cause a significant risk of a loss of privilege to the earlier Company, the Bank or any Subsidiary (provided that the Company shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No investigation by Parent shall affect the ability of Parent to rely on the representations and warranties of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received Company. All information furnished by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company any Party or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company Representatives in connection with this Agreement and the Offertransactions contemplated hereby shall be subject to, and the receiving Party shall in each case hold all such information in confidence in accordance with, the Merger or any provisions of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldconfidentiality agreement, conditioned or delayed)dated as of January 19, and 2012, between Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law▇▇▇▇▇▇, including Customs ▇▇▇▇▇▇▇▇ & Trade LawsCompany, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge Incorporated on behalf of the Company, threatened against with each such receiving Party subject to such restrictions as the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orrecipient.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering Section 6.4(b), upon reasonable notice during the Merger TransactionsPre-Closing Period, the Company shall, and Group Members shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the Commitment Parties and their respective representatives Representatives upon request reasonable access access, during normal business hours during and without unreasonable disruption or interference with the period from the date of this Agreement until the earlier business or operations of the Effective Time Company Group Members or the valid termination any of this Agreement pursuant to Article VIItheir subsidiaries, to all their respective the Company Group Members’ employees, properties, books, assets, books, contracts, commitments, personnel Contracts and records and, during such periodthe Pre-Closing Period, the Company shall, and Group Members shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) parties all other reasonable information concerning its the Company Group Members’ business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and be requested by any such party; provided that the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company, would cause any of the Company Group Members or any of their subsidiaries to violate any of their respective obligations with respect to confidentiality to a third-party if the Company shall have used its Subsidiaries commercially reasonable efforts to provide obtain, but failed to obtain, the consent of such access third-party to such inspection or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilegedisclosure, (Bii) specifically relates to the evaluation, deliberation or minutes disclose any legally privileged information of any of the Company Board (Group Members or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith of their subsidiaries or (Ciii) would reasonably be expected to violate any applicable Law Laws or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoOrders. All requests for information and access pursuant to made in accordance with this Section 5.2 must 6.4 shall be directed to the Chief Financial Officer an executive officer of the Company or another person such Person as may be designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingexecutive officers. (b) To From and after the extent Parent requests further information or investigation date hereof until the date that is one (1) year after the expiration of the basis of any potential violations of LawPre-Closing Period, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Commitment Party shall, and shall cause its Subsidiaries Representatives to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent keep confidential and not provide or disclose to any Person any documents or information received or otherwise obtained by such Commitment Party or its Representatives pursuant to Section 6.4(a), Section 6.5 or in writing as promptly as reasonably practicable after learning connection with a request for approval pursuant to Section 6.3 (except that provision or disclosure may be made to any Affiliate or Representative of such Commitment Party who needs to know such information for purposes of this Agreement or the other Transaction Agreements and who agrees to observe the terms of this Section 6.4(b) (and such Commitment Party will remain liable for any Legal Proceeding breach of such terms by any Person initiated against such Affiliate or Representative)), and (ii) not use such documents or information for any purpose other than in connection with this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby. Notwithstanding the foregoing, the immediately preceding sentence shall not apply in respect of documents or information that (A) is now or subsequently becomes generally available to the public through no violation of this Section 6.4(b), (B) becomes available to a Commitment Party or its Representatives on a non-confidential basis from a source other than any of the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries Group Members or any of their respective representatives Representatives, (C) becomes available to a Commitment Party or its Representatives through document production or discovery in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to connection with the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect Chapter 11 Cases or other judicial or administrative process, but subject to any New Litigation Claim against confidentiality restrictions imposed by the Chapter 11 Cases or other such process, or (D) such Commitment Party or any Representative thereof is required to disclose pursuant to judicial or administrative process or pursuant to applicable Law or applicable securities exchange rules; provided, that, such Commitment Party or such Representative shall provide the Company or its directors or officers relating to this Agreement or the Merger Transactions, with prompt written notice of such legal compulsion and cooperate with the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any obtain a protective Order or similar remedy to cause such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent information or documents not to be unreasonably withhelddisclosed, delayed orincluding interposing all available objections thereto, at the Company’s sole cost and expense; provided, further, that, in the event that such protective Order or other similar remedy is not obtained, the disclosing party shall furnish only that portion of such information or documents that is legally required to be disclosed and shall exercise its commercially reasonable efforts (at the Company’s sole cost and expense) to obtain assurance that confidential treatment will be accorded such disclosed information or documents. The provisions of this Section 6.4(b) shall not apply to any Initial Commitment Party that is or becomes a party to a confidentiality or non-disclosure agreement with the Company Group Members, for so long as such agreement remains in full force and effect (including any amendments thereto).

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws (including the Pandemic Measures), each of COVID-19 or any COVID-19 Measures Old National and solely First Midwest, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company each of Old National and First Midwest shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that Old National or First Midwest, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or neither Old National nor First Midwest nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of Old National’s or First Midwest’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply. (b) To Each of Old National and First Midwest shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent Parent requests further information or investigation required by, and in accordance with, the provisions of the basis Mutual Confidentiality and Non-Disclosure Agreement, dated as of any potential violations of LawMarch 15, including Customs & Trade Laws, 2021 between Old National and Anti-Bribery Laws, First Midwest (the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request“Confidentiality Agreement”). (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding No investigation by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge either of the Company, threatened against the Company, any of its Subsidiaries parties or any of their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in their capacity as such (a “New Litigation Claim”); (ii) notify Parent this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing the other party prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior Effective Time. Prior to the date hereof. With respect to any New Litigation Claim against Effective Time, each party shall exercise, consistent with the Company or terms and conditions of this Agreement, complete control and supervision over its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orits Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during throughout the period from the date of this Agreement until the earlier of hereof to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, (i) provide Parent and its Representatives with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of the Company and its Subsidiaries and their respective assets, properties, assetsbooks and records, books, contracts, commitments, personnel but only to the extent that such access does not unreasonably interfere with the business and records and, during such period, operations of the Company shalland its Subsidiaries, and shall cause each of its Subsidiaries to, (ii) furnish promptly to Parent: Parent (ix) a copy of each report, schedulestatement, registration statement schedule and other document filed or received by it during such period the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities Laws laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (iiy) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business and operations of the Company and its business, properties and personnel Subsidiaries as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would other Persons shall reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)request. No investigation pursuant to this Section 5.2 7.01 or otherwise shall affect any representation or warranty contained in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access Any such information or material obtained pursuant to this Section 5.2 must 7.01 shall be directed to governed by the Chief Financial Officer terms of the Confidentiality Agreement, dated as of July 30, 2003, between the Company or another person designated in writing by and Parent (the Company"Confidentiality Agreement"). Notwithstanding anything herein to the contrarycontrary contained herein or in the Confidentiality Agreement, Parent and Merger Sub the obligations of confidentiality contained herein or in the Confidentiality Agreement shall notnot apply, and shall cause their respective any party hereto or its employees, representatives not toand other agents may disclose to any and all persons, contact without limitation of any partnerkind, licensor, licensee, customer or supplier (a) the "tax treatment" and "tax structure" of the Company "transactions" contemplated by this Agreement (as these terms are defined in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent Treasury Regulations Section 1.6011-4(b) and (such consent not to be unreasonably withheld, conditioned or delayedc), ) and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis all materials of any potential violations of Lawkind (including opinions or other tax analyses) that are provided to it relating to such tax treatment or tax structure; provided, including Customs & Trade Lawshowever, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with that such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary disclosure may not be made (to accommodate such request. (cpersons other than tax advisors) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning until the earlier of any Legal Proceeding by any Person initiated against (A) the Company or any of its Subsidiaries or, to the Knowledge date of the Companypublic announcement of the discussions relating to such transactions, threatened against (B) the Company, any date of its Subsidiaries the public announcement of such transactions or any (C) the date of their respective representatives in their capacity as such (a “New Litigation Claim”); the execution of this Agreement and (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not extent required to be unreasonably withheld, delayed orkept confidential to comply with any applicable federal or state securities Laws.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject From the date of this Agreement to applicable logistical restrictions or limitations as a result the earlier of COVID-19 or any COVID-19 Measures the Effective Time and solely for purposes the termination of furthering the Merger Transactionsthis Agreement in accordance with Article 7, the Company shall, and shall cause each of its Subsidiaries to, afford : (i) use commercially reasonable efforts to Parent, provide to Parent and Merger Sub and their respective representatives Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period from business conducted by the date Company or any of this Agreement until its Subsidiaries, upon reasonable advance prior notice to the earlier Company, to the officers, employees, properties, offices and other facilities of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel Company and records and, during such period, the Company shall, and shall cause each of its Subsidiaries toand to the books and records, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement work papers and other document filed or received by it during such period pursuant documents (including existing financial and operating data relating to the requirements of federal or state securities Laws Company and its Subsidiaries) thereof; (ii) all other information concerning its business, properties allow Parent and personnel as Parent or Merger Sub may reasonably request to perform or cause to be performed a non-invasive Phase I environmental site assessment and limited compliance review with respect to the assets and operations of the Company (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingwhich, for the avoidance of doubt, this Section 5.2(ashall not include any sampling or testing of any environmental media); and (iii) use commercially reasonable efforts to furnish as promptly as reasonably practicable such information that Parent and Section 5.2(b)its Representatives may reasonably request in writing, including copies of such information; provided that any such access shall be conducted at Parent’s sole expense and the Company shall not be required to (or to cause any of its Subsidiaries to) shall require afford such access or furnish such information to the extent that the Company determines in good faith, after consulting with legal counsel, that doing so would be reasonably likely to: (A) result in the loss of attorney-client privilege, (B) breach, contravene or violate any Contract entered into prior to, and as in effect on, the date hereof to which the Company or any of its Subsidiaries is a party or under which the Company or any of its Subsidiaries has obligations to provide such access a third party, (C) breach, contravene or information to the extent that such action violate any applicable Law or Order or (AD) would reasonably be expected to result in a waiver the disclosure of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee resolutions or subcommittee thereof) minutes of the Company Board, in each case, that were provided to the Company Board in connection therewith with its consideration of the Merger, a potential change of control of the Company or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the sale process; provided, the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use its commercially reasonable efforts to obtain allow for substitute access or disclosure in a manner that does not result in a loss of attorney-client privilege or breach, contravene or violate such Contract or applicable Law or Order, as applicable. In furtherance and not in limitation of the consent of such third party foregoing, the Company agrees to provide such updates to Parent with respect to certain matters referenced on, and in the manner set forth in, Section 5.2(a) of the Company Disclosure Schedule. Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information and otherwise provide pursuant to this Section 5.2 to the extent such access or information is reasonably pertinent to Parenta Proceeding related to or arising from this Agreement or where the Company or any of its affiliates, if requested on the one hand, and (b) generally describe Parent or any of its affiliates, on the type other hand, are adverse parties or where the Company determines in good faith, after consultation with legal counsel, that they are reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary in good faith, after consultation with legal counsel, reasonably designate any competitively sensitive material or any material subject to a pending Proceeding to be provided to Parent and Merger Sub under this Section 5.2 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of information that canthe recipient and will not be disclosed by such outside legal counsel to Parent employees (to including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the extent not prohibited by law recipient unless prior written consent is obtained in advance from the source of the materials or the underlying document)its legal counsel. No information or knowledge obtained by Parent in any investigation pursuant to this Section 5.2 shall will affect or be deemed to modify any representation representation, warranty, covenant, condition or warranty in obligation under this Agreement of or in any party hereto certificate delivered in accordance herewith, or any condition operate as a non-compete obligation against Parent and its Subsidiaries. (b) The Confidentiality Agreement, dated November 21, 2023 by and between the Company and Parent (as amended, supplemented or otherwise modified from time to time, the obligations of the parties hereto. All requests for access pursuant “Confidentiality Agreement”), shall apply with respect to information furnished under this Section 5.2 must be directed by the Company and its Subsidiaries and their Representatives. Prior to the Chief Financial Officer Closing, each of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives Representatives not to, contact any partneror otherwise communicate with the employees (other than certain members of the Company’s senior leadership team identified in advance by the Company), licensorcustomers, licenseesuppliers, customer or supplier distributors of the Company in connection with and its Subsidiaries, or, except as required pursuant to Section 5.5, any Governmental Entity, regarding the Offer, the Merger or any business of the other Merger Company, this Agreement or the Transactions without the Company’s prior written consent (such of the Company, which consent shall not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company each Party shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub the other Party and their respective representatives to the Representatives of such other Party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Park shall, and shall cause each of its the Company Subsidiaries and the Park Subsidiaries, respectively, to, furnish promptly to Parent: (i) furnish to the other Party all other information (financial or otherwise) concerning its business, properties, offices, books, contracts, records and personnel as such other Party may from time to time reasonably request, (ii) furnish reasonably promptly to the other Party a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its businessLaws, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information except to the extent that such action materials are otherwise publicly available, and (Aiii) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates with respect to the evaluation, deliberation or minutes Company and the Company Subsidiaries and subject to the terms of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic Ground Leases and financial alternatives process leading thereto, or any information or materials provided to the Company Board Leases, facilitate reasonable access for Parent and its authorized Representatives during normal business hours, and upon reasonable advance notice, to all Company Properties in order to prepare or cause to be prepared (at Parent’s sole expense) surveys, inspections, engineering studies, Phase I environmental site assessments or other environmental assessments that do not involve invasive testing or sampling of soil, groundwater, indoor air or other environmental media, and other tests, examinations or studies with respect to any committee or subcommittee thereof) in connection therewith or (C) would Company Property that Parent deems to be reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party necessary, so long as such access does not unduly interfere with the Company’s ordinary conduct of business; provided, however that Parent shall indemnify the Company shall promptly notify Parent for any losses, costs or damages caused by the access described in clause (iii) of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parentthis Section 7.5(a); provided, if requested and (b) generally describe the type of information further, that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No no investigation pursuant to this Section 5.2 7.5 shall affect or be deemed to modify any representation of the representations or warranty warranties made by the Company or the Park Parties, as applicable, hereto and all such access shall be coordinated through the Company or Park, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor the Park Parties shall be required by this Section 7.5 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (if the Company or Park, as applicable, has used its reasonable best efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (if the Company or Park, as applicable, has used its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any party hereto Law or legal duty), or (C) that is subject to any condition attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the obligations of disclosing Party (if the parties hereto. All requests Company or Park, as applicable, has used its reasonable best efforts to allow for such access pursuant to this Section 5.2 must be directed or disclosure to the Chief Financial Officer maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege). Each of the Company or another person designated in writing by and the Company. Notwithstanding anything herein Park Parties will use its reasonable best efforts to minimize any disruption to the contrarybusinesses of the other Party that may result from the requests for access, Parent data and Merger Sub information hereunder. Prior to the Effective Time, the Company and each of the Park Parties shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection otherwise communicate with the Offer, the Merger or any of parties with which the other Merger Transactions Party has a business relationship regarding the business of such other Party or this Agreement and the transactions contemplated hereby without the Company’s prior written consent (of such consent other Party not to be unreasonably withheld, conditioned or delayed)delayed (provided that, and Parent and Merger Sub acknowledge and agree that any such contact for the avoidance of doubt, nothing in this Section 7.5(a) shall be arranged by deemed to restrict a Party and with a representative of its respective Representatives and Affiliates from contacting such parties in pursuing its own business activities (operating in the Company participatingordinary course)). (b) To Each of the Company and Park shall hold, and will cause its respective Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 7.5, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof notwithstanding the execution and delivery of any potential violations this Agreement or the termination of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestthis Agreement. (c) The Company shall (i) notify Parent in writing as promptly cooperate and participate, as reasonably practicable after learning of any Legal Proceeding requested by any Person initiated against the Company or any of its Subsidiaries or, Park from time to time and to the Knowledge extent consistent with applicable Law, in Park’s efforts to oversee the integration of the CompanyParties’ operations in connection with, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactionstaking effect upon consummation of, the Company shall consult with Parent Merger, including providing such reports on operational matters and give Parent the opportunity to participate in the defense participating on such teams and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orcommittees as Park may reasonably request.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date of this Agreement to the earlier of the Effective Time and the date, subject if any, on which this Agreement is terminated pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsSection 7.1, the Company shall, and shall cause each Subsidiary of its Subsidiaries tothe Company and each of their respective directors, afford officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Company Representatives”) (i) to Parent, Merger Sub provide to Parent and Purchaser and their respective representatives directors, officers, employees, agents or advisors (including attorneys, accountants, consultants, bankers and financial advisors) (collectively, the “Parent Representatives”) reasonable access, at reasonable times and upon prior written notice, to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records of the Company and its Subsidiaries, (ii) to furnish promptly such financial, operating and other data concerning the Company and its Subsidiaries as Parent or the Parent Representatives may reasonably request in writing, and (iii) to provide to Parent and Purchaser such reasonable access during normal business hours during to stock transfer records and other information related to the period from the date ownership of this Agreement until the earlier capital stock of the Effective Time or Company, including access to the valid termination of this Agreement pursuant to Article VIICompany’s transfer agent, to all their respective propertiesas Parent may reasonably request in writing. Notwithstanding the foregoing, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) any such access, investigation or consultation shall be conducted in such a copy manner as not to interfere unreasonably with the business or operations of each report, schedule, registration statement and other document filed the Company or received by it during such period pursuant to the requirements of federal or state securities Laws and its Subsidiaries; (ii) all other information concerning such access will not require the Company to permit any access, or to permit disclosure of any information, that in its businessreasonable judgment would result in the disclosure of any trade secrets, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation iii) Parent, Purchaser and the workpapers Parent Representatives will not speak to any of its auditors). Nothing herein (including, for the avoidance personnel of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries without the prior written consent of the Company, and any such communications permitted by the Company will be made in the presence of a representative of the Company, (iv) such access will be scheduled at such times and places as shall be determined by the Company, and (v) Parent, Purchaser and the Parent Representatives shall not have any such access for purposes of conducting any environmental assessments, sampling or testing. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or information to the extent that such action (A) disclosure would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or contravene any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Law. No investigation conducted pursuant to this Section 5.2 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing made by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingthis Agreement. (b) To With respect to the extent information disclosed pursuant to Section 5.3(a), Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shallshall comply with, and shall cause the Parent Representatives to comply with, all of its Subsidiaries toobligations under the Nondisclosure Agreement, cooperate with such request the confidentiality provisions of which shall survive and make available any personnel or experts engaged by be binding upon the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify and Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against until the Company or any of its Subsidiaries orEffective Time, notwithstanding anything to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orcontrary contained therein.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures From and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from after the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIand upon reasonable notice, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate (A) provide to Parent and Parent’s Representatives reasonable access at reasonable times to the officers, employees, agents, properties, offices and other facilities of the Company and its Subsidiaries and to the books and records thereof and (B) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, capital stock, personnel and other aspects of the Company and its Subsidiaries as Parent or its Representatives may reasonably request, and (ii) Parent shall, and shall cause its Subsidiaries to, (A) provide to the Company and the Company’s Representatives reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of Parent and its Subsidiaries and to the books and records thereof (so long as such access does not unreasonably interfere with the operations of Parent) and (B) furnish promptly to the Company such request information concerning the business, properties, Contracts, assets, liabilities, personnel and make available other aspects of Parent and its Subsidiaries as the Company or its Representatives may reasonably request, in the case of the foregoing clauses (A) and (B) to the extent reasonably related to the prospective value of Parent Common Stock or to Parent’s ability to consummate the Transactions; provided, however, that no investigation pursuant to this Section 5.02 shall be deemed to modify any personnel representation or experts engaged warranty made by the Company or Parent; provided, further, that neither Parent nor the Company shall be required pursuant to this Section 5.02 to disclose any information to the extent that in the reasonable good faith judgment of such party (x) any applicable Law requires such party or its Subsidiaries necessary to accommodate restrict or prohibit access to any such requestproperties or information, (y) the information is subject to confidentiality obligations to a third party or (z) disclosure of any such information or document would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, any material Contract or result in the loss of attorney-client privilege; provided, further, that with respect to clauses (x) through (z) of this Section 5.02, Parent or the Company, as applicable, shall use its commercially reasonable efforts to (I) obtain the required consent of any such third party to provide such inspection or disclosure, (II) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company and (III) in the case of clauses (x) and (z), utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or jeopardizing such privilege. Any access to the Company’s or Parent’s properties shall not unreasonably interfere with the operations thereon, shall be subject to the Company’s or Parent’s (as applicable) reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” environmental testing. (cb) The Company shall (i) notify Parent To the extent that any of the information or material furnished pursuant to this Section 5.02 or otherwise in writing as promptly as reasonably practicable after learning accordance with the terms of any Legal Proceeding by any Person initiated against this Agreement may include material subject to the Company attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of its Subsidiaries orinterest with respect to such matters and it is their desire, to intention and mutual understanding that the Knowledge sharing of the Companysuch material is not intended to, threatened against the Companyand shall not, any of its Subsidiaries waive or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments diminish in any New Litigation Claim and any Legal Proceeding that was existing prior to way the date hereof and (iii) consult in good faith with Parent regarding the conduct confidentiality of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company such material or its directors continued protection under the attorney-client privilege, work product doctrine or officers relating other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. All information obtained by the parties hereto pursuant to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement Section 5.02 shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orkept confidential in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to applicable logistical restrictions any confidentiality agreement or limitations as a result of COVID-19 similar agreement or arrangement to which the Company or Parent or any COVID-19 Measures and solely for purposes of furthering their respective Subsidiaries is a party (which, if reasonably requested by the Merger Transactionsother party, such person shall use reasonable best efforts to cause the counterparty to waive), from the date of this Agreement to the Effective Time, the Company and Parent shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and each of their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIdirectors, to all their respective propertiesofficers, assetsemployees, booksaccountants, contractsconsultants, commitmentslegal counsel, personnel and records andinvestment bankers, during such period, the Company shalladvisors, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement agents and other document filed or received by it during such period pursuant to representatives (collectively, “Representatives”); provided, however, that the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) foregoing shall not require the Company or Parent to waive any legal privilege or disclose proprietary information relevant to the negotiation of this Agreement or the evaluation of the transactions contemplated hereby to (a) provide to the other party and its respective Representatives access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries to provide such access or information and to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic books and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested records thereof and (b) generally describe the type of information that cannot be disclosed subject to Parent (applicable Laws relating to the extent not prohibited by law or exchange of information, furnish promptly such information concerning the underlying document)business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the other party and its Representatives may reasonably request. No investigation conducted pursuant to this Section 5.2 5.4 shall affect or be deemed to modify or limit any representation or warranty made in this Agreement of any party hereto or any condition the conditions to the obligations of to consummate the parties heretoMerger. All requests for access With respect to the information disclosed pursuant to this Section 5.2 must be directed to 5.4, the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub parties shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their respective representatives in their capacity obligations under that certain Mutual Confidentiality Agreement, dated October 8, 2003, as such amended on June 28, 2005, previously executed by Parent and the Company (a the “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a1) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement hereof until the earlier of the Effective Time or and the valid termination of this Agreement pursuant Agreement, subject to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation Law and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent terms of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Lawsexisting Contracts, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, Company Employees, independent auditors, advisers and agents to, cooperate with afford the Parent and Purchaser and to their officers, employees, agents, representatives such request access as the Parent or Purchaser may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall make available any personnel to the Parent or experts engaged by Purchaser all data and information as the Company or its Subsidiaries necessary Parent and Purchaser may reasonably request (including continuing access to accommodate such request. (c) The Company shall the Data Room); provided that: (i) notify the Parent in writing as promptly as reasonably practicable after learning or Purchaser provides the Company with reasonable notice of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”request under this Section 4.6(1); (ii) notify Parent of ongoing material developments access to any materials contemplated in any New Litigation Claim and any Legal Proceeding that was existing prior to this Section 4.6(1) shall be provided during the date hereof Company’s normal business hours only; and (iii) consult in good faith the Company’s compliance with Parent regarding any request under this Section 4.6(1) shall not unduly interfere with the conduct of the defense Company’s business. Without limiting the foregoing and subject to the terms of any New Litigation Claim existing Contracts: (i) the Purchaser and Parent and their representatives shall, upon reasonable prior notice, have the right to conduct inspections of each of the PNG Interests and Company Leases; and (ii) the Company shall, upon either of the Parent’s or Purchaser’s request, facilitate discussions between the Parent or the Purchaser and any Legal Proceeding third party from whom consent may be required. (2) Investigations made by or on behalf of the Purchaser, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) The Purchaser acknowledges that was existing prior the Confidentiality Agreement continues to apply and that any information provided under Section 4.6(1) shall be subject to the date hereof. With respect to any New Litigation Claim against terms of the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, to the extent permitted by applicable Law and contracts, and subject to applicable logistical the reasonable restrictions or limitations as a result imposed from time to time upon advice of COVID-19 or any COVID-19 Measures and solely for purposes counsel, each of furthering the Merger Transactions, the Company and Parent shall, and shall cause each of its the Parent Subsidiaries and the Company Subsidiaries, respectively, to, afford to Parent, Merger Sub the other party and their respective representatives to the Representatives of such other party reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, and upon reasonable advance notice to all of their respective properties, assetsoffices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause each of its the Company Subsidiaries and the Parent Subsidiaries, respectively, to, furnish reasonably promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as Parent or Merger Sub such other party may reasonably request (including Tax Returns filed and those in preparation and request. Notwithstanding the workpapers of its auditors). Nothing herein (includingforegoing, for neither the avoidance of doubt, Company nor Parent shall be required by this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries 6.4 to provide the other party or the Representatives of such other party with access to or to disclose information (x) that is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as entered into prior to the Company date of this Agreement or entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, however, that the withholding party shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide such information and otherwise provide such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding party shall use its reasonable best efforts to Parentmake appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, if requested and attorney work product or other legal privilege (b) generally describe provided, however, that the type of information that cannot be disclosed withholding party shall use its reasonable best efforts to Parent (allow for such access or disclosure to the maximum extent that does not prohibited by law result in a loss of any such attorney-client, attorney work product or the underlying documentother legal privilege). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer Each of the Company or another person designated in writing by the Company. Notwithstanding anything herein and Parent will use its reasonable best efforts to minimize any disruption to the contrarybusinesses of the other party that may result from the requests for access, data and information hereunder. Prior to the Effective Time, each of Parent and Merger Sub shall not, and shall cause their respective representatives Representatives and Affiliates not to, contact any partner, licensor, licensee, customer or supplier otherwise communicate with the employees of the Company in connection with the Offer, the Merger or any Company Subsidiary (other than those employees set forth on Section 6.4(a) of the Company Disclosure Letter) or other Merger Transactions parties with which the Company or any Company Subsidiary has a business relationship regarding the business of the Company and the Company Subsidiaries or this Agreement and the transactions contemplated hereby without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingCompany. (b) To Each of the Company and Parent will hold, and will cause its Representatives and Affiliates to hold, any nonpublic information, including any information exchanged pursuant to this Section 6.4, in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestConfidentiality Agreements. (c) The Each of the Company shall (i) notify and Parent in writing as promptly as reasonably practicable after learning agree to give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any Legal Proceeding by any Person initiated against the Company event or circumstance relating to it or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Company Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify the Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior Subsidiaries, respectively, which could reasonably be expected to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company have, individually or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigationaggregate, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withhelda Company Material Adverse Effect or a Parent Material Adverse Effect, delayed oras the case may be.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger TransactionsConfidentiality Agreement, the Company and Parent shall, and shall cause each of its their respective Subsidiaries to, afford to Parent, Merger Sub the other Party and their respective representatives its Representatives reasonable access (at such Party’s sole cost and expense), during normal business hours and upon reasonable advance notice, during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIISection 8.01, to all their respective the material properties, assets, books, contracts, commitments, personnel and records andof such Party, and during such period, the Company and Parent shall, and shall cause each of its their respective Subsidiaries to, furnish make available promptly to Parent: then other Party (i) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed or received material Filing made by it during such period pursuant to the requirements of federal or state securities Laws or filed with or sent to the SEC, the KCC or any other Governmental Entity and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such other Party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company and Parent may withhold from the other Party or its Representatives any of its Subsidiaries to provide such access document or information that the disclosing Party believes is subject to the extent that such action (A) would reasonably be expected to result in terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as (provided that the Company and Parent, as applicable, shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially its reasonable best efforts to obtain the required consent of such third party to provide disclose such information document or information) or subject to any attorney–client privilege (provided that the Company and otherwise provide such access to Parent, if requested as applicable, shall use its reasonable best 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 privilege) or is commercially sensitive (as determined in the Company’s and (b) generally describe Parent’s, as applicable, reasonable discretion); provided, further, that neither the type Company nor Parent or their respective Representatives shall have the right to collect any air, soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of information that cannot be disclosed to the properties owned, leased or operated by the other Party or its Subsidiaries. Except for incidents caused by the Company’s or Parent’s or their respective Affiliate’s intentional misconduct, each of the Company and Parent (to shall indemnify the extent not prohibited by law other Party and its Affiliates and Representatives from, and hold the other Party and its Affiliates and Representatives harmless against, any and all Claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs, expenses, including attorneys’ fees and disbursements, and the cost of enforcing this indemnity arising out of or the underlying document). No investigation resulting from any access provided pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed6.02(a), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To All documents and information exchanged pursuant to this Section 6.02 shall be subject to the extent Parent requests further information or investigation letter agreement, dated as of March 3, 2016, between the basis of any potential violations of LawCompany and Parent, including Customs & Trade Laws, and Anti-Bribery Lawsas amended (the “Confidentiality Agreement”). If this Agreement is terminated pursuant to Section 8.01, the Company shall, and Confidentiality Agreement shall cause remain in effect in accordance with its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such requestterms. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result each of COVID-19 or any COVID-19 Measures Holdings and solely for purposes of furthering the Merger Transactions, the Company shall, AmSurg shall (and shall cause each of its their respective Subsidiaries and Representatives to, ) afford to Parent, Merger Sub the other party and their respective representatives its Representatives reasonable access during normal business hours hours, during the period from prior to the date of this Agreement until the earlier of the Merger 1 Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel Contracts and records and its officers, employees and Representatives and, during such period, the Company shall, each of Holdings and AmSurg shall (and shall cause each of its Subsidiaries and Representatives to, ) furnish promptly to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed filed, published, announced or received by it during such period pursuant to the requirements of federal or state applicable securities Laws (other than reports or documents which such party is not permitted to disclose under applicable Law) and (ii) consistent with its obligations under applicable Law, all other information concerning its business, properties and personnel as Parent or Merger Sub the other party may reasonably request (including Tax Returns filed and those in preparation and the workpapers request; provided, however, none of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company Holdings or AmSurg or any of its their respective Subsidiaries or Representatives shall be required to provide access to or disclose information where such information or access or information to would, in the extent that reasonable judgment of such action party, (Ax) would reasonably be expected to result in breach any agreement with any third party, (y) constitute a waiver of the attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith other privilege held by such party or (Cz) would reasonably be expected to otherwise violate any applicable Law or Law. In the event any confidentiality obligation owing to a third of the restrictions in clauses (x) through (z) of the foregoing sentence shall apply, each of the parties shall advise the other party so long as of the Company shall promptly notify Parent subject matter of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed and shall use their reasonable best efforts to Parent (make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the extent not prohibited by law or the underlying document)confidentiality of sensitive material and to ensure compliance with applicable Laws. No investigation Any such information provided pursuant to this Section 5.2 5.5 shall affect any representation or warranty be held in this Agreement of any party hereto or any condition confidence to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notextent required by, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offeraccordance with, the Merger or any provisions of that certain letter agreement, dated January 26, 2016, as amended, between AmSurg and Holdings (the other Merger Transactions without “Confidentiality Agreement”) and that certain Clean Team Confidentiality Agreement, dated February 18, 2016, between AmSurg and Holdings (the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed“Clean Team Agreement”), which Confidentiality Agreement and Parent Clean Team Agreement shall remain in full force and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingeffect. (b) To the extent Parent requests further information or No investigation by any of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel parties or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company Representatives or its directors information provided, made available or officers relating delivered pursuant to this Agreement shall affect the representations, warranties, covenants or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement agreements of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orother party set forth herein.

Access to Information; Confidentiality. (a) Upon reasonable advance written prior notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company GFI shall, and shall cause each of its the GFI Subsidiaries to, afford to Parentthe officers, Merger Sub directors, employees, accountants, counsel, financial advisors, consultants, financing sources and their respective other advisors or representatives (collectively, "Representatives") of CME reasonable access during normal business hours and without undue disruption of normal business activity during the period from the date of this Agreement until prior to the earlier of the Effective Time or and the valid termination of this Agreement pursuant to Article VII, to all their respective of GFI's and its Subsidiaries' properties, assets, books, records, contracts, commitments, commitments and personnel and records and, during such period, the Company shallshall furnish, and shall cause each of its Subsidiaries toto be furnished, furnish as promptly as reasonably practicable to Parent: CME (i) a copy of each material report, schedule, registration statement schedule and other document filed filed, furnished, published, announced or received by it during such period pursuant to the requirements of federal or state securities Laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to GFI as Parent or Merger Sub CME may reasonably request (including Tax Returns filed and those in preparation request; provided that GFI and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) GFI Subsidiaries shall require the Company or any of its Subsidiaries not be obligated to provide such access or information to the extent that such action (A) any competitively sensitive information, (B) any information that would reasonably be expected to result in a waiver the loss of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) any information that would reasonably be expected result in a breach of an agreement to which GFI or any of the GFI Subsidiaries is a party, (D) any information that, in the reasonable judgment of GFI, would violate any applicable Law or (E) any confidentiality obligation owing information that is reasonably pertinent to any litigation in which GFI or any GFI Subsidiary, on the one hand, and CME or any of its Affiliates, on the other hand, are adverse parties; provided, however, that in the case of clauses (A), (B) or (C) above, GFI shall attempt in good faith to make reasonable substitute arrangements as may be reasonably necessary to produce the relevant information in a third party so long manner that would not reasonably be expected to harm GFI's competitive positions, to jeopardize the attorney-client privilege or to result in such breach, as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and applicable. (b) generally describe As promptly as practicable following each month-end between the date of this Agreement and the Closing Date, GFI shall deliver to CME a copy of its management report (which shall include its consolidated financial statements, including its statement of cash flows, for such quarter). As promptly as practicable following each quarter-end between the date of this Agreement and the Closing Date, GFI shall deliver to CME a copy of its management report (which shall include its consolidated financial statements, including its statement of cash flows, for such quarter) along with a statement setting forth the amount as of such quarter-end of (i) Available Cash, (ii) Working Capital and (iii) Tangible Equity (including a breakdown by type of equity, including Available Cash), together with reasonable supporting detail. (c) All information that cannot furnished pursuant to this Section 6.3 shall be disclosed to Parent (subject to the extent not prohibited confidentiality agreement, dated as of October 2, 2013, by law or and between GFI and CME (the underlying document"Confidentiality Agreement"). No investigation pursuant to this Section 5.2 6.3 shall affect any representation the representations, warranties or warranty in this Agreement of any party hereto or any condition conditions to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingParties contained herein. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the SPAC Merger Effective Time or the valid earlier termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, and SPAC shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries and instruct their respective Representatives to): (i) provide to the other Party (and the other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such Party and its subsidiaries and to the books and records thereof, provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with without the Offer, the Merger or any prior written consent of the Company; and (ii) furnish promptly to the other Merger Transactions Party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such Party and its subsidiaries as the other Party or its Representatives may reasonably request. Notwithstanding the foregoing, but without limiting the Company’s prior written consent obligations under Section 7.08, neither the Company nor SPAC shall be required to provide access to or disclose information to the extent such Party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of confidentiality or similar legal restrictions with respect to such consent not information, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such information to be unreasonably withheldprovided in a manner that would not result in such inconsistency, conditioned conflict, jeopardy or delayedcontravention), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary Parties pursuant to accommodate such requestthis Section 8.04 shall be kept confidential in accordance with the confidentiality agreement, dated May 17, 2021 (the “Confidentiality Agreement”), between SPAC and the Company. (c) The Company shall Notwithstanding anything in this Agreement to the contrary, each Party (iand its Representatives) notify Parent in writing as promptly as reasonably practicable after learning may consult any tax advisor regarding the tax treatment and tax structure of the Transactions and may disclose to any other person, without limitation of any Legal Proceeding by any Person initiated against kind, the Company or any of its Subsidiaries or, to the Knowledge tax treatment and tax structure of the Company, threatened against the Company, any of its Subsidiaries Transactions and all materials (including opinions or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (iiother tax analyses) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers are provided relating to this Agreement such treatment or structure, in each case in accordance with the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, notice and subject to applicable logistical restrictions or limitations as a result laws (including the Pandemic Measures), each of COVID-19 or any COVID-19 Measures ▇▇▇▇▇▇▇ and solely Sterling, for the purposes of furthering verifying the representations and warranties of the other and preparing for the Merger Transactionsand the other matters contemplated by this Agreement, the Company shall, and shall cause each of its their respective Subsidiaries to, afford to Parentthe officers, Merger Sub employees, accountants, counsel, advisors and their respective other representatives reasonable access of the other party, access, during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective its properties, assets, books, contracts, commitments, personnel personnel, information technology systems, and records records, and each shall cooperate with the other party in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company each of ▇▇▇▇▇▇▇ and Sterling shall, and shall cause each of its respective Subsidiaries to, furnish promptly make available to Parent: the other party (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or federal or state securities Laws banking laws (other than reports or documents that ▇▇▇▇▇▇▇ or Sterling, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub such party may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or Neither ▇▇▇▇▇▇▇ nor Sterling nor any of its their respective Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would violate or prejudice the extent that such action (A) would reasonably be expected to result in a waiver rights of ▇▇▇▇▇▇▇’▇ or Sterling’s, as the case may be, customers, jeopardize the attorney-client privilegeprivilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, work product doctrine joint defense or similar privilegeagreement between the parties) or contravene any law, (B) specifically relates rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the evaluation, deliberation or minutes date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingpreceding sentence apply. (b) To Each of ▇▇▇▇▇▇▇ and Sterling shall hold all information furnished by or on behalf of the other party or any of such party’s Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent Parent requests further information or investigation required by, and in accordance with, the provisions of the basis of any potential violations of Lawconfidentiality agreement, including Customs & Trade Lawsdated September 13, and Anti-Bribery Laws2019, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged as amended by the Company or its Subsidiaries necessary amendment to accommodate such requestconfidentiality agreement, dated March 22, 2021, between ▇▇▇▇▇▇▇ and Sterling (the “Confidentiality Agreement”). (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding No investigation by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge either of the Company, threatened against the Company, any of its Subsidiaries parties or any of their respective representatives shall affect or be deemed to modify or waive the representations and warranties of the other set forth herein. Nothing contained in their capacity as such (a “New Litigation Claim”); (ii) notify Parent this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing the other party prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior Effective Time. Prior to the date hereof. With respect to any New Litigation Claim against Effective Time, each party shall exercise, consistent with the Company or terms and conditions of this Agreement, complete control and supervision over its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orits Subsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, Company Subsidiary to afford to Parent, Merger Sub and their respective representatives to Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives, upon reasonable notice, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries Company Subsidiary to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during Parent such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties properties, assets, customers, consultants and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includingrequest; provided, for the avoidance of doubthowever, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries to provide such access or may withhold the documents and information described in the Company Disclosure Schedule to the extent that such action (A) would reasonably be expected required to result in comply with the terms of a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to agreement with a third party so long as in effect on the date of this Agreement; provided further, that the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the obtain, as promptly as practicable, any consent of from such third party required to provide permit the Company to furnish such documents and information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the The Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall nothereby consents, and shall cause their respective each Company Subsidiary to consent, to Parent and Parent's officers, employees, accountants, counsel, financial advisors, financing sources and other representatives not tocontacting, contact any partnerin a reasonable fashion, licensor, licensee, customer or supplier consultants to and customers of the Company in connection and such Company Subsidiary and will, upon reasonable notice from Parent, request such consultants and customers to cooperate during normal business hours during the period prior to the Effective Time with any requests made by or on behalf of Parent. Subject to the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations requirements of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company Parent shall, and shall cause its Subsidiaries officers, employees, agents, consultants and affiliates to, cooperate with hold all information obtained pursuant to this Agreement in confidence and in the event of termination of this Agreement for any reason, Parent shall promptly return or destroy all nonpublic documents obtained from Company and any copies made of such request documents for Parent and make available any personnel all documentation and other material prepared by Parent or experts engaged its advisors based on written nonpublic information furnished by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement advisors shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ordestroyed.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until to the earlier of the Effective Time or the valid termination of date, if any, on which this Agreement is terminated pursuant to Article VIISection 8.1, subject to all the reasonable restrictions imposed from time to time upon advice of counsel, the Company will, and will cause its Subsidiaries to, provide to Parent and its authorized Representatives (x) reasonable access during normal business hours and upon reasonable prior notice from Parent to their respective properties, assets, books, contracts, commitments, personnel and records andas Parent may reasonably request, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (iy) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws, and (iiz) all other information concerning its business, properties such financial and personnel as Parent or Merger Sub may reasonably request operating data (including Tax Returns filed and those in preparation and the workpapers of the Company, its Subsidiaries and its auditors)) of the Company and its Subsidiaries as Parent may reasonably request. Nothing herein Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose (includinga) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (i) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, for (ii) violate any applicable Laws, (iii) unreasonably disrupt the avoidance businesses and operations of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (Civ) would reasonably be expected to violate breach any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent agreement of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries orwith any Third Party; provided, that each party shall use its commercially reasonable efforts to obtain any required consents and take such other reasonable action (such as the Knowledge entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access or disclosure; or (b) if the Company, threatened against the Company, Company or any of its Subsidiaries Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto. All information exchanged pursuant to this Section 6.4 shall be subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective representatives in their capacity Representatives (as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate defined in the defense and settlement Confidentiality Agreement) to comply with, all of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortheir respective obligations thereunder.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the 9.2.1 The Company shall, and shall cause each of its Subsidiaries to, provide Parent with all information requested by Parent and afford to ParentParent and to its Representatives, Merger Sub and at their respective representatives expense reasonable access during normal business hours during the period from the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, upon reasonable notice to all their respective of its properties, assetsbooks, booksfinancial data, contracts, commitments, personnel (including senior management) and records andor any other sources of information, during provided that Parent and its Representatives shall conduct any such periodactivities in a manner so as not to unreasonably interfere with the business or operations of the Company. Furthermore, the Company shall confer from time to time as reasonably requested by Parent with Parent or its Representatives to discuss any material changes or developments in the operational matters of the Company and the general status of the ongoing operations of the Company. 9.2.2 Subject to the Confidentiality Agreement, materials furnished to the Parent pursuant to this Section 9.2 may also be used by the Parent for strategic and integration planning purposes relating to accomplishing the Transactions. No review or information obtained pursuant to this Section 9.2.2 shall limit Parent’s or Merger Sub’s reliance on or the enforceability of any representation, warranty, covenant or other obligation undertaken by the Company herein. 9.2.3 The Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) Parent and its Representatives a copy of each report, schedule, registration statement schedule and other document filed or received submitted by it during such period pursuant to the requirements of federal domestic or state foreign securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers Company shall deliver to Parent a copy of its auditors). Nothing herein (includingeach report, for the avoidance of doubt, this Section 5.2(a) schedule and Section 5.2(b)) shall require other document proposed to be filed or submitted by the Company or any of its Subsidiaries to provide such access or information pursuant to the extent that requirements of domestic or foreign securities Laws with reasonable time prior to such action (A) would reasonably be expected to result in a waiver of attorney-client privilegefiling and incorporate into such reports, work product doctrine schedules or similar privilegeother documents the Parent’s reasonable comments, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided they are given to the Company Board (or any committee or subcommittee prior to the required timing of the filing thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to and a third party so long as the Company shall promptly notify Parent copy of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged communication received by the Company or its Subsidiaries necessary to accommodate such requestfrom the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) (“BaFin”) and the FSE. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub Parent and their respective representatives its Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VIIAgreement, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed filed, furnished or received by it during such period pursuant to the requirements of federal or state securities Laws and which is not generally available on the ▇▇▇▇▇ internet database and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Merger Sub may reasonably request (including all work papers of its auditors and all Tax Returns filed and those in preparation and the workpapers of its auditorspreparation). Nothing herein (including; provided, for the avoidance of doubtthat no investigation conducted, or any reports, analyses or other information provided, pursuant to this Section 5.2(a) and Section 5.2(b)) 5.4 shall require affect or be deemed to modify, limit or supplement any representation or warranty made by the Company or herein; provided, further, that neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or information to disclosure would, in the extent that reasonable judgment of such action party, (A) would reasonably be expected to result in materially breach any material agreement with any third party, (B) constitute a waiver of the attorney-client or other privilege held by such party or (C) otherwise violate any applicable Law. In the event any of the restrictions in clauses (A) through (C) of the foregoing sentence shall apply, the parties will make appropriate alternate disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with applicable Laws. If any of the information or material furnished pursuant to this Section 5.4(a) includes materials or information subject to the attorney-client privilege, work product doctrine or similar any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party understands and agrees that the parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, (B) specifically relates to the evaluation, deliberation work product doctrine or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any other applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide privilege. All such information provided by Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and otherwise provide such access to Parent, if requested and under the joint defense doctrine. (b) generally describe All such information shall be held confidential in accordance with the type terms of information that cannot be disclosed to the Confidentiality Agreement between Parent and Company, dated as of July 26, 2012, as amended (to the extent not prohibited by law or the underlying document“Confidentiality Agreement”). . (c) No investigation pursuant to this Section 5.2 5.4 or information provided, made available or delivered to Parent pursuant to this Agreement (other than the Company Disclosure Letter) shall affect any representation of the representations or warranty in this Agreement of any party hereto warranties, covenants, rights or any condition remedies, or the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from From the date of this Agreement until the earlier of the Xtribe Merger Effective Time or the valid earlier termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodAgreement, the Company shall, Signatories and WinVest shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives subsidiaries and instruct their respective Representatives to): (i) provide to the other party (and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to the officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof; provided that such access shall not toinclude any unreasonably invasive or intrusive investigations or other testing, contact sampling or analysis of any partnerproperties, licensor, licensee, customer facilities or supplier equipment of the Company in connection with the Offer, the Merger or any of the other Merger Transactions Signatories without the Company’s prior written consent of the Company; and (ii) furnish promptly to the other party such consent not information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request. Notwithstanding the foregoing, but without limiting the Company Signatories’ obligations under Section 7.07, neither the Company Signatories nor WinVest shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of confidentiality or similar legal restrictions with respect to such information, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law (it being agreed that the parties shall use their commercially reasonable efforts to cause such information to be unreasonably withheldprovided in a manner that would not result in such inconsistency, conditioned conflict, jeopardy or delayedcontravention), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further All information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged obtained by the Company or its Subsidiaries necessary parties pursuant to accommodate such request. this Section 7.04 shall be kept confidential in accordance with that certain Mutual Nondisclosure Agreement, dated October 20, 2022 (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim , between WinVest and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orXtribe PLC.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and Each party shall cause each of its Subsidiaries to, afford to Parentthe other party (including, Merger Sub in the case of EZ, to American) and their respective its accountants, counsel, financial advisors and other representatives reasonable (the "Representatives") full access during normal business hours during throughout the period from prior to the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, Closing Date to all their respective of its (and its Subsidiaries') properties, assets, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) relating to the Assets and the Stations and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: upon request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period any of them pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request any Applicable Law (including Tax Returns without limitation the FCA) or filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company by it or any of its Subsidiaries to provide such access with any Authority in connection with the Exchange and other Transactions or information to the extent that such action (A) would reasonably be expected to result in any other report, schedule or document which may have a waiver of attorney-client privilegeMaterial Effect on their respective Assets or Stations or their businesses, work product doctrine or similar privilegeoperations, properties, prospects, personnel, condition, (B) specifically relates to the evaluation, deliberation financial or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading theretoother), or any information or materials provided to the Company Board results of operations thereof, (or any committee or subcommittee thereofii) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited provided for pursuant to the preceding clause, all financial records, ledgers, work papers and other sources of financial information possessed or controlled by law (x) Evergreen or its accountants deemed by EZ or its Representatives necessary or useful for the purpose of performing an audit of the business of the Evergreen Stations and certifying financial statements and financial information, and (y) EZ or its accountants deemed by Evergreen or its Representatives necessary or useful for the purpose of performing an audit of the business of the EZ Stations and certifying financial statements and financial information, and (iii) such other information concerning any of the foregoing as EZ or Evergreen shall reasonably request. All non-public information furnished pursuant to the provisions of this Agreement, including without limitation this Section, will be kept confidential and, except as required by Applicable Law (including without limitation in connection with any registration statement or similar document filed pursuant to any federal or state securities Law) shall not, without the prior written consent of the party disclosing such information, be disclosed by the other party in any manner whatsoever, in whole or in part, and shall not be used for any purposes, other than in connection with the Exchange and the other Transactions. In no event shall either party (or, in the case of EZ, American) or any of its Representatives use such information to the detriment of the other party. Except as otherwise herein provided, each party (and, in the case of EZ, American) agrees to reveal such information only to those of its Representatives or other Persons who need to know such the information for the purpose of evaluating the Exchange and the other Transactions, who are informed of the confidential nature of such information and who shall undertake in writing (a copy of which, if requested, will be furnished to the disclosing party) to act in accordance with the terms and conditions of this Agreement. From and after the Closing, each of the parties shall not, without the prior written consent of the other party, disclose any information remaining in its possession with respect to the Assets or the underlying documentStations conveyed by it pursuant to the Exchange, and no such information shall be used for any purposes, other than in connection with the Exchange and the other Transactions or to the extent required by Applicable Law. (b) Subject to the terms and conditions of Section 5.1(a), each party (and American) may disclose such information as may be necessary in connection with seeking all Governmental Authorizations and Private Authorizations or that is required by Applicable Law to be disclosed, including without limitation in any registration statement or other document required to be filed under any federal or state securities Law. In the event that this Agreement is terminated in accordance with its terms, each party (and, in the case of EZ, American) shall promptly redeliver all non-public written material provided pursuant to this Section or any other provision of this Agreement or otherwise in connection with the Exchange and the other Transactions and shall not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to independent counsel for such party. (c) No investigation pursuant to this Section 5.2 or otherwise shall affect any representation or warranty in this Agreement of any either party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeDuring the Interim Period, subject to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionscontracts, the Company each Party shall, and shall cause each of its the Company Subsidiaries to, afford (i) furnish the Company or Parent, as applicable, with such financial and operating data and other information with respect to the business, properties, offices, books, contracts, records and personnel of the Company and the Company Subsidiaries or Parent, Merger Sub and their respective representatives Parent Subsidiaries, as applicable, as the Company or Parent, as applicable, may from time to time reasonably request, and (ii) with respect to the Company and the Company Subsidiaries, facilitate reasonable access for Parent and its authorized Representatives during normal business hours during hours, and upon reasonable advance notice, to all Company Properties; provided, however, that no investigation pursuant to this Section 7.6 shall affect or be deemed to modify any of the period from representations or warranties made by the Company Parties or the Parent Parties, as applicable, hereto and all such access shall be coordinated through the Company or Parent, as applicable, or its respective designated Representatives, in accordance with such reasonable procedures as they may establish. Notwithstanding the foregoing, neither the Company nor Parent shall be required by this Section 7.6 to provide the other Party or the Representatives of such other Party with access to or to disclose information (A) that is subject to the terms of a confidentiality agreement with a Third Party entered into prior to the date of this Agreement until or entered into after the earlier of the Effective Time or the valid termination date of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, in the ordinary course of business consistent with past practice (if the Company shallor Parent, as applicable, has used commercially reasonable efforts to obtain permission or consent of such Third Party to such disclosure), (B) the disclosure of which would violate any Law or legal duty of the Party or any of its Representatives (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law or legal duty), (C) that is subject to any attorney-client, attorney work product or other legal privilege or would cause a risk of a loss of privilege to the disclosing Party (provided, however, that the Company or Parent, as applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not result in a loss of such attorney-client, attorney work product or other legal privilege) or (D) if it reasonably determines that such access is reasonably likely to materially disrupt, impair or interfere with its, or its Subsidiaries’, business or operations; provided, however, that the Parties will work in good faith to determine a means to provide access that will not materially disrupt, impair or interfere with such business or operations. Each of the Company and Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Partnership Merger Effective Time, each of the Company Parties and each of the Parent Parties shall not, and shall cause each of its Subsidiaries direct their respective Representatives and Affiliates not to, furnish promptly to Parent: contact or otherwise communicate (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, other than any public communications otherwise permitted by this Section 5.2(aAgreement) with parties with which such Party knows the other Party has a business relationship (including tenants/subtenants) regarding the business of such other Party or this Agreement and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to transactions contemplated hereby without the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the prior written consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent Party (such consent not to be unreasonably withheld, conditioned or delayed); provided that, notwithstanding the foregoing or anything else in this Agreement or in the Confidentiality Agreements to the contrary, a Party and Parent its respective Representatives and Merger Sub acknowledge and agree that Affiliates may contact or otherwise communicate with such parties without any such contact shall be arranged by and with a representative consent of the Company participatingother Party (I) in pursuing its own business activities (operating in the ordinary course) or (II) in connection with the activities contemplated by Section 7.18. (b) To Prior to the Company Merger Effective Time, each of the Company and Parent shall hold, and will cause its respective Representatives and Affiliates to hold any nonpublic information exchanged pursuant to this Section 7.6 in confidence to the extent Parent requests further information or investigation required by and in accordance with, and will otherwise comply with, the terms of the basis of any potential violations of LawConfidentiality Agreements, including Customs & Trade Laws, which shall remain in full force and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, effect pursuant to the Knowledge terms thereof notwithstanding the execution and delivery of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed ortermination thereof.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger TransactionsConfidentiality Agreement, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement hereof until the earlier of the Merger Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery LawsTime, the Company shall, and shall cause its Subsidiaries subsidiaries and the officers, directors, employees, auditors and agents of the Company and its subsidiaries to afford Parent and its Representatives, following notice from Parent to the Company in accordance with this Section 7.02, reasonable access during normal business hours to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and its subsidiaries, and all other financial, operating and other data and information and to provide Parent and its Representatives, following notice from Parent to the Company in accordance with this Section 7.02, access to inspect and make copies of the books, records, Tax Returns, work papers and other documents and information relating to the Company and its subsidiaries, in each case as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Representatives of the Company or Company Subsidiary, unless in each case Parent obtains the prior consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, (ii) contact or have any discussions with any customers of the Company or their respective subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, delayed or conditioned, (iii) damage any property or any portion thereof, or (iv) collect or analyze any environmental samples (including building materials, indoor and outdoor air, surface and ground water, and surface and subsurface soils. Parent shall schedule and coordinate all such access and inspections with the Company and shall give the Company reasonable notice thereof. The Company shall be entitled to have Representatives present at all times during any such discussions and inspections. Notwithstanding the foregoing, neither the Company nor any of their respective subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of their respective subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Notwithstanding the foregoing, affiliates of Parent who are directors of the Company may have such access as they reasonably request in the exercise of their fiduciary duties as directors, other than any information related to, cooperate with such request and make available any personnel or experts engaged materials prepared by the Company or its Subsidiaries necessary to accommodate such requestRepresentatives in connection with, the transactions contemplated by this Agreement. (cb) The Company Prior to the Merger Effective Time, all information obtained by Parent pursuant to this Section 7.02 shall (i) notify be kept confidential in accordance with the confidentiality agreement dated July 6, 2007 between an affiliate of Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against and the Company or any of its Subsidiaries or, to (the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation ClaimConfidentiality Agreement”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeSubject to Section 7.1(b), subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement Date until the earlier of the Effective Time or and the valid termination of date, if any, on which this Agreement is terminated pursuant to Article VIIX, Target shall (i) provide to all their respective Parent (and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, assetsoffices and other facilities of Target to the facilities, offices, properties, technology, processes, books, contractsbusiness and financial records, commitmentsofficers, personnel employees, business plans, budget and records andprojections, during such periodcustomers, suppliers and other information of the Company shallTarget, and shall cause each the work papers of its Subsidiaries toindependent accountants, furnish promptly and otherwise provide such assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to Parent: (i) a copy make such investigation and evaluation as it reasonably desires to make of each report, schedule, registration statement the business and other document filed or received by it during such period pursuant to affairs of the requirements of federal or state securities Laws Target; and (ii) all other furnish promptly to Parent such information concerning its the business, properties properties, contracts, assets, Liabilities, personnel and personnel other aspects of Target as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation requested. Subject to Section 7.1(b), from the Agreement Date until the earlier of the Effective Time and the workpapers date, if any, on which this Agreement is terminated pursuant to Article X, Parent shall (i) provide to Target (and Target’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives) reasonable access during normal business hours upon prior notice to the officers, employees, agents, properties, offices and other facilities of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) Parent and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or the facilities, offices, properties, technology, processes, books, business and financial records, officers, employees, business plans, budget and projections, customers, suppliers and other information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to Parent and its Subsidiaries, and the Merger Transactionswork papers of its independent accountants, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access assistance as may be reasonably requested by such party in order that the other party has a reasonable opportunity to Parent, if requested make such investigation and evaluation as it reasonably desires to make of the business and affairs of the Parent and its Subsidiaries; and (bii) generally describe furnish promptly to Target such information concerning the type business, properties, contracts, assets, Liabilities, personnel and other aspects of information that cannot be disclosed Parent and its Subsidiaries as reasonably requested. Each of Parent and Target shall use its reasonable efforts to Parent (give prompt notice to the extent not prohibited by law other party of any event or the underlying document). No investigation pursuant to this Section 5.2 shall affect circumstance of which it becomes aware that results in any representation or warranty made by such party contained in this Agreement being untrue or inaccurate in any material respect or Target, Parent or Merger Sub, as the case may be, being unable to comply with or satisfy any of its covenants or agreements hereunder; provided, however, that the receipt of any party information or the delivery of any notice pursuant hereto shall not limit or any condition to the otherwise affect either party’s rights or obligations of the parties hereto. All requests for access pursuant to under this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingAgreement. (b) To Each of Target and Parent (and each of Target’s and Parent’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, respectively) shall hold in confidence all nonpublic information so received in accordance with the extent Parent requests further information or investigation terms of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery LawsConfidentiality Agreement. If this Agreement is terminated, the Company shall, Confidentiality Agreement shall continue in full force and effect and shall cause its Subsidiaries to, cooperate with such request and make available apply to any personnel or experts engaged information delivered by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, either party to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives other in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith connection with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orAgreement.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries officers, employees, counsel, financial advisors and other representatives to, afford to Parent, Merger Sub Bassline Productions and their respective its representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or to its and to the valid termination of this Agreement pursuant to Article VII, to all their respective Company’s properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries officers, employees and representatives to, furnish promptly to Parent: Bassline Productions all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of Bassline Productions set forth herein and compliance by Bassline Productions of its obligations hereunder, during the period prior to the Effective Time, Bassline Productions shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of Bassline Productions set forth herein and compliance by Bassline Productions of its obligations hereunder, and, during such period, Bassline Productions shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws laws and (ii) all other information concerning its business, properties properties, financial condition, operations and personnel as Parent or Merger Sub such other party may from time to time reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors)request. Nothing herein (includingExcept as required by law, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes each of the Company Board (or and Bassline Productions will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any nonpublic information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and confidence. (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 4.01 shall affect any representation representations or warranty in this Agreement warranties of any party hereto the Parties herein or any condition the conditions to the obligations of the parties Parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to and except as may otherwise be prohibited by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its the Company Subsidiaries to, afford to Parent, Merger Sub and their respective representatives to Parent’s officers, employees, accountants and advisors, reasonable access during normal business hours during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective properties, assets, booksbooks and records, contracts, commitmentsContracts, personnel (including access to documentation related to environmental and records andzoning matters and FCC Licenses and Other Company Licenses); provided, during however, that the foregoing shall not require the Company to permit any inspection, or to disclose any information to the extent that, in the reasonable judgment of the Company, it would result in the disclosure of any trade secrets of third parties or violate any of its contractual obligations or any obligations with respect to confidentiality or privacy (provided that the Company shall use its reasonable best efforts to provide such periodaccess or disclosure in a manner that does not violate any such legal or contractual obligations); and provided, further, that nothing in this Section 7.03 shall require the Company to take or allow any action that would unreasonably interfere with the Company’s or any Company Subsidiary’s business or operations. In addition, from the date hereof to the Effective Time, the Company shall, and shall cause each of its Subsidiaries Representatives to, furnish promptly to Parent: (i) reasonably cooperate and consult with Parent regarding Parent’s transition and post-closing integration planning as reasonably requested by Parent, (ii) keep Parent reasonably informed as to the status of the VAE Wind-Down and the Tower Sale (including with respect to the estimated and actual costs and expenses thereof, purchase price adjustments thereto and anticipated timing for completion) and the Company’s business and financial condition generally, (iii) provide Parent, on a copy monthly basis, with (A) financial reports (including a consolidated income statement, balance sheet and statement of cash flows) with respect to the Company and the Company Subsidiaries and (B) the total number of Subscribers, indicating the number of Subscribers that are prepaid and postpaid, (iv) provide Parent with devices, data files and other information reasonably required to support the development and testing of the customer migration process and (v) cooperate with and provide reasonable assistance to Parent and Sprint in developing a customer migration process as contemplated in the Sprint Agreements. Upon the request of Parent, the Company shall permit Parent, jointly with the Company, to contact and hold discussions or negotiations with counter-parties to Contracts to which the Company or any Company Subsidiary is a party for the purpose of obtaining the Consent of any such party and addressing any other terms in such Contract as requested by Parent in connection with the Sprint Transactions. Within fifteen (15) days after the date hereof, subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts (which shall include, with respect to Sprint’s review, redacting customer names and other identifying information), the Company shall (i) use its commercially reasonable efforts to locate copies of each reportEnterprise Customer Agreement (which efforts shall include contacting the applicable customer with respect to any Enterprise Customer Agreement that is not in the Company’s possession), schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties provide Parent with true and personnel as complete copies of each Enterprise Customer Agreement it was able to locate (which copies may be provided by Parent or Merger Sub to Sprint pursuant to the mutually agreeable procedures contemplated herein) and (iii) provide Parent with written summaries of the material terms of the Material Enterprise Customer Agreements that the Company was not able to locate (which summaries may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditorsbe provided to Sprint pursuant to mutually agreeable procedures contemplated herein). Nothing herein Within ninety (including90) days after the date hereof, for subject to putting in place mutually agreeable procedures with respect to Parent’s and Sprint’s review of such Contracts, the avoidance Company shall use its commercially reasonable efforts to (x) enter into replacement Enterprise Customer Agreements (on the same terms and conditions) with respect to any Enterprise Customer Agreements that the Company was not able to locate, (y) prepare written summaries of doubt, this Section 5.2(athe material terms of the other Enterprise Customer Agreements that the Company was not able to locate or replace (which summaries may be provided to Sprint pursuant to mutually agreeable procedures contemplated herein) and Section 5.2(b)(z) obtain the applicable customers’ approvals of the written summaries of the Enterprise Customer Agreements it was not able to locate or replace. In no event shall require the Company or any Company Subsidiary be required pursuant to this Section 7.03 to conduct or allow to be conducted any invasive testing of its Subsidiaries to provide such access soil, groundwater or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes building components at any property of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document)Subsidiary. No investigation pursuant to this Section 5.2 7.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties heretoparties. All requests for access information exchanged pursuant to this Section 5.2 must 7.03 shall be directed subject to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notConfidentiality Agreement, and the Confidentiality Agreement shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company remain in connection full force and effect in accordance with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingits terms. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, Subject to applicable Laws and Anti-Bribery Lawsupon Parent’s reasonable request, the Company shall, and shall cause its Subsidiaries to, reasonably cooperate with such request Sprint and make available any personnel or experts engaged by the Company or its Subsidiaries necessary employees and representatives, in a reasonable manner during normal business hours and upon reasonable prior notice, in order to accommodate such request. (c) The Company shall facilitate (i) notify Parent in writing as promptly as reasonably practicable after learning the migration of any Legal Proceeding by any Person initiated against the Company’s billing, IT and other systems and (ii) the transition of the Company’s and the Company Subsidiaries’ subscribers to Sprint; provided, however, that in no event shall the Company be obligated to provide Sprint or any of its Subsidiaries or, to the Knowledge of employees or representatives information that the Company, threatened against in its sole discretion, reasonably believes is competitively sensitive or that the Company, any of in its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior sole discretion, reasonably believes could be harmful to its business if the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent Closing does not to be unreasonably withheld, delayed oroccur.

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger TransactionsLaw, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier of to the Effective Time or the valid termination of this Agreement pursuant to Article VIITime, to all their respective properties, assets, books, contracts, commitments, personnel Parent and records and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries their respective subsidiaries to, furnish promptly to Parent: ): (i) a copy of each reportprovide to the other (and its officers, scheduledirectors, registration statement employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other document filed or received by it during such period pursuant representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the requirements officers, employees, agents, properties, offices and other facilities of federal or state securities Laws it and its subsidiaries and to the books and records thereof and (ii) all other furnish promptly such information concerning its the business, properties properties, contracts, assets, liabilities, personnel and personnel other aspects of it and its subsidiaries as Parent the other party or Merger Sub its Representatives may reasonably request (including Tax Returns filed and those in preparation and request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the workpapers knowledge of its auditors). Nothing herein (includingsuch party threatened, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its Subsidiaries to provide outside counsel, furnishing such access or information to the extent that such action (A) would reasonably be expected to result prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (such Legal Proceeding or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and Legal Proceeding. (b) generally describe The parties shall comply with, and shall cause their respective Representatives to comply with, all of their obligations under the type of Non-Disclosure Agreement dated October 15, 2003 (the “Non-Disclosure Agreement”), between the Company and Parent. All information that cannot obtained by the parties pursuant to (a) above shall be disclosed to Parent (subject to the extent not prohibited by law or the underlying document). Non-Disclosure Agreement. (c) No investigation pursuant to this Section 5.2 6.04 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant hereto to this Section 5.2 must be directed to consummate the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatingMerger. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject Subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering the Merger Transactionsconfidentiality agreements, including that certain confidentiality agreement dated July 11, 2006 between Parent, Bear, S▇▇▇▇▇▇ & Co. Inc. and the Company shall(the “Confidentiality Agreement”), and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours during the period from the date of this Agreement until the earlier Effective Time, the Company shall (and shall cause its Subsidiaries to): (i) provide to Parent and Parent’s Representatives access, during normal business hours and upon reasonable notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and its Subsidiaries and to the valid termination books and records thereof, (ii) furnish to Parent all monthly and quarterly statements of this Agreement pursuant revenue and expense, earnings, sales, trial balances and such other similar statements as are regularly and customarily provided to Article VIIsenior management of the Company promptly following delivery to such senior management and (iii) furnish promptly to Parent such information concerning the business, to all their respective properties, contracts, assets, books, contracts, commitmentsliabilities, personnel and records and, during other aspects of such period, the Company party and its Subsidiaries as Parent or its Representatives may reasonably request. (b) Each of Parent and Merger Sub shall, and shall cause each of its Subsidiaries affiliates and Representatives to, furnish promptly to Parent: (i) comply with the Confidentiality Agreement as if a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws party thereto and (ii) hold in strict confidence as Evaluation Material (as defined in the Confidentiality Agreement) all other nonpublic documents and information concerning its business, properties and personnel as Parent furnished or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and made available by one party to the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(aother(s) and Section 5.2(b)their respective affiliates and Representatives. (c) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 6.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives Representatives reasonable access during normal business hours and upon reasonable advance notice, during the period from the date of this Agreement until the earlier of prior to the Effective Time or the valid termination of this Agreement pursuant in accordance with its terms, (i) to Article VIIsuch information concerning the business, properties, assets and personnel of the Company and its Subsidiaries as Parent or its Representatives may reasonably request (including the books and records of the Company and its Subsidiaries and Tax Returns filed and those in preparation and the work papers of its auditors) and (ii) reasonable access to all their respective properties, assets, books, contracts, commitments, properties and personnel and records and, during such period, (in a manner so as to not unreasonably interfere with the normal business operations of the Company and its Subsidiaries). (b) Parent shall, and shall cause each of its Subsidiaries to, furnish promptly afford to Parent: the Company and its Representatives reasonable access during normal business hours and upon reasonable advance notice, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its the business, properties properties, assets and personnel of Parent and its Subsidiaries as Parent the Company or Merger Sub its Representatives may reasonably request (including the books and records of the Company and its Subsidiaries and Tax Returns filed and those in preparation and the workpapers work papers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)(ii) shall require reasonable access to all properties and personnel (in a manner so as to not unreasonably interfere with the normal business operations of the Company and its Subsidiaries). (c) This Section 6.5 shall not require a party hereunder to permit any access, or to disclose any of information, that in its Subsidiaries to provide such access or information to the extent that such action reasonable, good faith judgment (Aafter consultation with outside counsel) would reasonably be expected to result in a waiver (i) any violation of any Law to which such party is subject or cause any privilege (including attorney-client privilege) which the such party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, work product doctrine provided, that the parties shall use their reasonable best efforts to find a way to permit disclosure of such information, or similar privilege(ii) if the Company and its Subsidiaries, on the one hand, and Parent or any of its Subsidiaries, on the other hand, are adverse parties in an Action, such information being reasonably pertinent thereto (Bd) specifically relates All information shared pursuant to this Section 6.5 shall be held confidential in accordance with the evaluation, deliberation or minutes terms of the Company Board Confidential Disclosure Agreement by and between Parent and the Company, dated as of October 9, 2020 (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document“Confidential Disclosure Agreement”). No investigation pursuant to this Section 5.2 6.5 or information provided, made available or delivered to any party pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty in this Agreement of any party hereto remedies, or any condition the conditions to the obligations of of, the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub 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 of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participatinghereunder. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any of their respective representatives in their capacity as such (a “New Litigation Claim”); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or

Access to Information; Confidentiality. (a) Upon reasonable advance written noticeFrom the date hereof to the Effective Time or the date, subject if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures Law and solely for purposes of furthering notwithstanding anything to the Merger Transactionscontrary in the Confidentiality Agreement, the Company shallwill (i) provide to Parent and its officers, directors, employees, accountants, consultants, legal counsel, investment bankers, agents and shall cause each of its Subsidiaries toother representatives (collectively, afford to Parent, Merger Sub and their respective representatives “Representatives”) reasonable access during normal business hours during to the period from Company’s employees, properties, books, commitments, contracts and records and other information (including Tax Returns) as Parent may reasonably request regarding the date of this Agreement until the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VII, to all their respective propertiesbusiness, assets, booksliabilities, contracts, commitments, personnel employees and records and, during such period, other aspects of the Company shalland instruct the Company’s independent accountants to provide access to their work papers and such other information as Parent and Acquisition Sub may reasonably request, (ii) permit Parent and shall cause each of its Subsidiaries to, Acquisition Sub to make such inspections as they reasonably require and (iii) furnish promptly to Parent: (i) Parent and Acquisition Sub a copy of each report, schedule, registration statement schedule and other document filed or received by it the Company during such period pursuant to the requirements of the federal or state securities Laws that is not otherwise made publicly available on the SEC’s Electronic Data-Gathering, Analysis and (ii) all other information concerning its businessRetrieval system; provided, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (includinghowever, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require that the Company or any of its Subsidiaries shall not be required to provide such access to any information or information to documents which would, in the extent that such action reasonable judgment of the Company, (A) would reasonably be expected to result in constitute a waiver of the attorney-client privilege, work product doctrine or similar privilegeother privilege held by the Company, (B) specifically relates would violate an existing confidentiality obligation to the evaluation, deliberation or minutes of the Company Board (or agreement with any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith person; or (C) would reasonably be expected to otherwise violate any applicable Law or any confidentiality obligation owing to a third party so long as Laws; provided, however, that in the case of clauses (A) and (B), the Company shall promptly notify (1) advise Parent of the nature of any such confidentiality obligations information or access restrictions and documents withheld by the Company or any of its subsidiaries; (2) use commercially its reasonable best efforts to obtain any required consents (such as the consent redaction of identifying or confidential information, entry into a joint defense agreement or other agreement or by providing such third party access, inspections, data or other information solely to outside counsel to avoid the loss of attorney-client privilege) as are necessary to provide such access, inspections, data or other information to Parent or Acquisition Sub in compliance with applicable Laws; and (3) otherwise provide such use its reasonable best efforts to institute appropriate substitute disclosure arrangements, to the extent practicable in the circumstances. Any investigation conducted pursuant to the access contemplated by this Section 6.3 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company and its subsidiaries or result in damage or destruction of any property or assets of the Company or any of its subsidiaries. Any access to Parent, if requested the Company’s properties shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. (b) generally describe the type of The information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation provided pursuant to this Section 5.2 6.3 shall affect any representation or warranty in this Agreement of any party hereto or any condition to be used solely for the obligations purpose of the Merger and the transactions contemplated hereby. The parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall notcomply with, and shall cause their respective representatives not toRepresentatives to comply with, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company shall, and shall cause its Subsidiaries to, cooperate with such request and make available any personnel or experts engaged by the Company or its Subsidiaries necessary to accommodate such request. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or any all of their or their Affiliates’ respective representatives in their capacity as such (a “New Litigation Claim”obligations under the Confidentiality Agreement, subject to Section 6.4(a); (ii) notify Parent of ongoing material developments in any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof and (iii) consult in good faith with Parent regarding the conduct of the defense of any New Litigation Claim and any Legal Proceeding that was existing prior to the date hereof. With respect to any New Litigation Claim against the Company or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed or.

Access to Information; Confidentiality. (a) Upon All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement, dated as of February 4, 2021 (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Confidentiality Agreement”), between Parent and the Company. (b) On reasonable advance written notice, subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures and solely for purposes of furthering the Merger Transactions, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective representatives reasonable access during normal business hours and subject to and consistent with Applicable Law, during the period from the date of this Agreement until to the earlier of the Effective Time or the valid termination of this Agreement pursuant to Article VIIAgreement, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the workpapers of its auditors). Nothing herein (including, for the avoidance of doubt, this Section 5.2(a) and Section 5.2(b)) shall require the Company or any of its Subsidiaries to provide such access or information to the extent that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) specifically relates manner so as to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (C) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party so long as the Company shall promptly notify Parent of any such confidentiality obligations or access restrictions and use commercially reasonable efforts to obtain the consent of such third party to provide such information and otherwise provide such access to Parent, if requested and (b) generally describe the type of information that cannot be disclosed to Parent (to the extent not prohibited by law or the underlying document). No investigation pursuant to this Section 5.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto. All requests for access pursuant to this Section 5.2 must be directed to the Chief Financial Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection unreasonably interfere with the Offer, the Merger or any normal business operations of the other Merger Transactions without the Company’s prior written consent (such consent not to be unreasonably withheldParty, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating. (b) To the extent Parent requests further information or investigation of the basis of any potential violations of Law, including Customs & Trade Laws, and Anti-Bribery Laws, the Company each Party shall, and shall cause its Subsidiaries to, (i) afford to the other Party and its Representatives reasonable access to its properties, assets, books, contracts, personnel and records, (ii) furnish promptly to the other Party all other documents, materials and information concerning its businesses, properties and personnel as the other Party may reasonably request and (iii) instruct its pertinent Representatives to reasonably cooperate with the other Party in its review of any such request and make available information provided or made available. No information or knowledge obtained in any personnel review or experts engaged investigation pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company or its Subsidiaries necessary Parent pursuant to accommodate such requestthis Agreement. (c) The Company shall (i) notify Parent in writing as promptly as reasonably practicable after learning of any Legal Proceeding by any Person initiated against the Company or any of its Subsidiaries or, Notwithstanding anything to the Knowledge contrary in this Section 6.05, Section 7.01 or Section 7.02, none of the Company, threatened against the CompanyParent, any of its Subsidiaries or nor any of their respective representatives Subsidiaries shall be required to provide access to, disclose information to or assist or cooperate with the other Party, in their capacity each case if such access, disclosure, assistance or cooperation (i) would constitute a waiver of or, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such (a “New Litigation Claim”); information or (ii) notify would contravene any Applicable Law or Contract to which the applicable Party is a subject or bound; provided, that the Company and Parent of ongoing material developments shall, and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information as necessary to comply with any New Litigation Claim such Contract or to address reasonable attorney-client, work-product or other privilege concerns) and any Legal Proceeding that was existing prior to provide such information as to the date hereof and (iii) consult in good faith with Parent regarding the conduct applicable matter as can be conveyed. Each of the defense of Company and Parent may, as each reasonably deems advisable and necessary, designate any New Litigation Claim and any Legal Proceeding that was existing prior competitively sensitive material provided to the date hereofother under this Section 6.05 or Section 7.01 as “Outside Counsel Only Material”. With respect Such materials and the information contained therein shall be given only to the outside counsel of the recipient and, subject to any New Litigation Claim against additional confidentiality or joint defense agreement the Company Parties may mutually propose and enter into, shall not be disclosed by such outside counsel to Representatives of the recipient unless express permission is obtained in advance from the disclosing Party or its directors or officers relating to this Agreement or the Merger Transactions, the Company shall consult with Parent and give Parent the opportunity to participate in the defense and settlement of any such litigation, and no such settlement shall be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, delayed orlegal counsel.