Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior to date hereof until the Effective Time to or the earlier termination of this Agreement in accordance with its and to the Company’s propertiesterms, books, contracts, commitments, personnel and records and, during such periodupon reasonable prior notice, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 each of the representations Company Subsidiaries to afford to Parent and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Parent’s Representatives reasonable access during normal business hours to its the Company or the Company Subsidiaries’ officers, properties, booksContracts, contracts, commitments, personnel books and records as may be necessary to enable the records. The Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (i) a copy of each report, schedule, registration statement schedule and other document filed or submitted by it during such period pursuant to the requirements of federal or state securities laws Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws and (ii) all other relevant information concerning its the business, properties, financial condition, operations properties and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will holdthe Company Subsidiaries, in each case, as Parent may reasonably request in connection with the Merger and this Agreement. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable prior notice, Parent shall, and will shall cause its respective directors, each of the Parent Subsidiaries to afford to the Company and the Company’s Representatives reasonable access during normal business hours to Parent or the Parent Subsidiaries’ officers, employeesproperties, accountantsContracts, books and records in each case relating solely to the SpinCo Business, SpinCo Assets, SpinCo Liabilities or SpinCo Employees. Parent shall furnish promptly to the Company all relevant information concerning the business, properties and personnel of Parent and the Parent Subsidiaries, in each case, as the Company may reasonably request solely in connection with the Separation, the Distribution and this Agreement. Notwithstanding the foregoing provisions of this Section 6.7(a), the Company or Parent, as applicable (the “Disclosing Party”), shall not be required to, or to cause any of its Subsidiaries to, grant such access if the Disclosing Party reasonably determines that it would (A) disrupt or impair in any material respect the business or operations of the Disclosing Party or any of its Subsidiaries, (B) constitute a violation of any Contract with respect to confidentiality or non-disclosure obligations owing to a third party (including any Governmental Entity) to which the Disclosing Party or any of its Subsidiaries is a party, (C) constitute a violation of any applicable Law, (D) not be reasonably feasible as a result of COVID-19 or any COVID-19 Measures, (E) result in the disclosure of any trade secrets, or (F) result in a waiver of attorney-client privilege, work product doctrine or similar privilege. The Disclosing Party will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Without limiting the generality of the other provisions of this Section 6.7 or anything to the contrary in Section 6.15, the Disclosing Party, after consultation with its outside legal counsel, financial advisors may reasonably designate competitively sensitive information and other representatives documents as “Outside Counsel Only Information,” and affiliates such information and documents shall only be provided to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the outside legal counsel of the Parties herein other Party, or subject to such other similar restrictions mutually agreed to by the conditions Company and Parent, and subject to any amendment, supplement or other modification to the obligations Confidentiality Agreement, the Clean Team Agreement or additional confidentiality or joint defense agreement between the Company and Parent. (b) The Confidentiality Agreement dated as of May 26, 2022 between Parent and the Parties heretoCompany (the “Confidentiality Agreement”) and the Clean Team Confidentiality Agreement dated as of May 26, 2022 between Parent and the Company (the “Clean Team Agreement”) shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information; Confidentiality. The Company shall(a) Upon reasonable prior notice and subject to applicable Law, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during from the period prior to date hereof until the Merger Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees, auditors, counsel and agents of the Company and the Company Subsidiaries to, afford Parent and its officers, employees directors, employees, auditors, counsel and representatives toagents, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may following notice from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior Parent to the Effective TimeCompany in accordance with this Section 7.02, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives toemployees, furnish promptly to the Company upon its request (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 businessagents, properties, financial conditionoffices and other facilities, operations books and personnel as such other party may from time to time reasonably request. Except as required by law, each records of the Company and NeoHydro Technologies Corp. will holdthe Company Subsidiaries, and will cause its respective directorsall other financial, officers, employees, accountants, counsel, financial advisors operating and other data and information as Parent may reasonably request. Notwithstanding the foregoing, the Company and the Company Subsidiaries shall not be obligated to disclose (i) any competitively sensitive information, (ii) any information that, in the reasonable judgment of the Company, would result in the loss of attorney-client privilege with respect to such information or which would constitute a waiver of any other privilege or trade secret protection held by the Company or any Company Subsidiary or (iii) any information that would result in a breach of an agreement to which the Company or any of the Company Subsidiaries is a party. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least two (2) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection, and affiliates to hold, no such inspection shall unreasonably disrupt or interfere with the operations of the Company or any nonpublic information in confidenceCompany Subsidiary. • No investigation pursuant to this Section 4.01 7.02 or information provided, made available or delivered to Parent pursuant to this Section 7.02 or otherwise shall affect any representations or warranties of the Parties herein Company or the conditions or rights of Parent contained in this Agreement. (b) Prior to the obligations of Merger Effective Time, all information obtained by Parent pursuant to this Section 7.02 shall be kept confidential in accordance with the Parties heretoconfidentiality agreement dated April 28, 2008 between Parent and the Company (the “Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shallSubject to applicable law, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours Subsidiaries shall afford to its propertiesParent, books, contracts, commitments, personnel Merger Sub and records as may be necessary to enable the Company to confirm the accuracy of the representations their financing sources and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives (the "Parent Representatives") reasonable access during normal business hours upon reasonable notice throughout the period prior to the Effective Time to their respective properties, books, contracts, commitments and affiliates to holdrecords and, any during such period, shall furnish promptly such information concerning its businesses, properties and personnel as Parent or Merger Sub shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company's operations. All nonpublic information provided to, or obtained by, Parent, Merger Sub or any such financing source in confidenceconnection with the transactions contemplated hereby shall be "Confidential Information" for purposes of the Confidentiality Agreement dated February 19, 2003 between Parent and the Company (the "Confidentiality Agreement"), the terms of which shall continue in force until the Effective Time; provided that Parent, Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals and the Company Required Statutory Approvals. • Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any Subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties; provided that, with respect to any such information, the Company shall, or shall cause the relevant Subsidiary to, provide the maximum amount of that information (or shall endeavor to otherwise convey that information in a manner) that is consistent with the applicable law, rule or regulation, the maintenance of that privilege or the terms of the relevant contract, as applicable. No investigation pursuant to this Section 4.01 5.04(a) shall affect or be deemed to modify any representations representation or warranties warranty in this Agreement of the Parties herein any party hereto or the conditions any condition to the obligations of the Parties parties hereto. Notwithstanding anything herein to the contrary, any party to this Agreement (and each employee, representative, or other agent of such parties) may disclose to any and all persons, without limitation of any kind, the U.S. "tax treatment" or "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4) of the transactions contemplated hereunder and all materials of any kind (including opinions or other tax analysis, but without disclosure of identifying information or, except to the extent relating to such U.S. "tax treatment" or "tax structure," any non-public commercial or financial information) that are provided to such parties relating to such U.S. "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation section 1.6011-4); provided, that such disclosure may not be made until the earlier of (x) the date of public announcement of discussions relating to the transactions contemplated by this Agreement, (y) the date of the public announcement of the transactions contemplated by this Agreement, or (z) the date of execution of this Agreement. Moreover, notwithstanding anything herein to the contrary, there shall be no limitation on any party's ability to consult any tax adviser, whether or not independent from the parties, regarding the U.S. "tax treatment" or "tax structure" of the transactions contemplated by this Agreement. The intent of this provision is that the transactions contemplated by the Agreement are not treated as having been offered under conditions of confidentiality for purposes of Treasury Regulation section 1.6011-4(b)(3) and shall be construed in a manner consistent with such purpose.

Access to Information; Confidentiality. The Company shall(a) Prior to the Effective Time, Seller shall exercise its contractual rights under the Merger Agreement so as to use commercially reasonable efforts to require that Knight Ridder will afford to Buyer and its Representatives, and following the Effective Time, Seller shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Buyer and its representatives Representatives, reasonable access during normal business hours during hours, throughout the period prior to the Effective Time to its earlier of (i) the Closing and (ii) the Termination Date, to the Company’s properties, booksemployees, contracts, commitments, personnel books and records of the Acquired Companies and, during such periodto the extent related to the Business, the Company shallSeller Entities, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each any report, schedule, registration statement and schedule or other document filed or received by it during such period an Acquired Company or, solely to the extent related to the Business, any Seller Entity, pursuant to the requirements of federal applicable Laws. Notwithstanding the foregoing, Seller shall not be required to afford such access if it would unreasonably disrupt the operations of Seller or state securities laws the Business, would cause a violation of any agreement to which Seller or an Acquired Company or Buyer or any of its Subsidiaries is a party, would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Buyer or any of its Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of any Seller Entity or any Acquired Company. (b) The parties acknowledge that Seller, Knight Ridder and Buyer have previously executed a Confidentiality Agreement dated as of April 4, 2006 (ii) all other information concerning its businessthe “Confidentiality Agreement”), properties, financial condition, operations which Confidentiality Agreement will continue in full force and personnel as such other party may from time to time reasonably request. Except as required by law, effect in accordance with their terms and each of the Company Buyer and NeoHydro Technologies Corp. Seller will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, counselconsultants, bankers and financial advisors and other representatives and affiliates advisors) to hold, any nonpublic information Evaluation Information (as defined in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the Confidentiality Agreement) confidential in accordance with the terms of the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The Company shallSubject to applicable Law and any applicable Judgment, between the date of this Agreement and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to earlier of the Effective Time and the termination of this Agreement pursuant to its and to the Company’s propertiesSection 8.01, books, contracts, commitments, personnel and records and, during such periodupon reasonable notice, the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly afford to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations Parent and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations Parent’s Representatives and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Debt Financing Sources reasonable access during normal business hours to its the officers, employees, agents, properties, books, contracts, commitments, personnel Contracts and records as may be necessary to enable of the Company to confirm and the accuracy Company Subsidiaries (other than any of the representations foregoing that relate to the negotiation and warranties execution of NeoHydro Technologies Corp. set forth herein this Agreement or any similar transaction with a third party or, except as expressly provided in Section 5.02, to any Company Takeover Proposal) and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement Parent and other document filed by it during Parent’s Representatives such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, propertiespersonnel, financial conditionassets, operations liabilities and personnel properties as such other party Parent may from time to time reasonably request. Except ; provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as required by law, each not to interfere unreasonably with the business or operations of the Company and NeoHydro Technologies Corp. will holdthe Company Subsidiaries; provided further, however, that neither the Company nor any Company Subsidiary shall be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege held by the Company. In any such event, the Company shall, and will shall cause the Company Subsidiaries to, use its respective directorsreasonable best efforts to communicate, officersto the extent feasible, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic the applicable information in confidencea way that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. • No investigation All requests for information made pursuant to this Section 4.01 6.02 shall affect any representations be directed to the executive officer or warranties other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of the Parties herein or letter agreement dated as of October 10, 2019, by and among the conditions to Company and Macquarie Infrastructure and Real Assets, Inc. (the obligations of the Parties hereto“Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall, agrees that upon reasonable notice it shall (and shall cause its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, ) afford to NeoHydro Technologies Corp. Parent and its representatives Representatives reasonable access access, during normal business hours during until the period prior to earlier of the Effective Time and the date this Agreement is terminated pursuant to its and Article VII, to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, information regarding the Company shall, and its Subsidiaries as may reasonably be requested by Parent and shall cause its officersexecutive officers and other relevant personnel to be reasonably available to Parent to respond to reasonable questions regarding such information or the Business generally; provided, employees however, that the Company may restrict the foregoing access and representatives toassistance to the extent that, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For in the purposes of determining the accuracy reasonable judgment of the representations and warranties Company, (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (b) the information is subject to confidentiality obligations to a third party that would be breached by such disclosure, or (c) disclosure of NeoHydro Technologies Corp. set forth herein and compliance any such information or document could result in the loss of attorney-client privilege; provided further, however, that with respect to this clause (c), if requested by NeoHydro Technologies Corp. Parent, the Company will enter into joint defense agreements or other arrangements with Parent to allow such disclosure, but only if the Company determines, with the advice of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, outside legal counsel, financial advisors and other representatives and affiliates but in its sole discretion, that so doing will fully preserve the attorney-client privilege; provided further, however, that any information provided to hold, any nonpublic information in confidence. • No investigation Parent and/or Merger Sub pursuant to this Section 4.01 5.03 shall be subject to the Confidentiality Agreement, the terms of which shall continue to apply, except as otherwise agreed by the Company, notwithstanding termination of this Agreement. In the event of any conflict between the terms of this Section 5.03 (other than clause (c) above) and the terms of the Confidentiality Agreement, the terms of the Confidentiality Agreement shall control. No review of information pursuant to this Agreement will affect any of the representations or warranties of the Parties herein parties hereto contained in this Agreement or the conditions hereunder to the obligations of the Parties parties hereto.

Access to Information; Confidentiality. The (a) Upon reasonable prior written notice, subject to Applicable Law, the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives the Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives Representatives, reasonable access access, during normal business hours during the period prior from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement, to all of its and to the Company’s properties, books, contracts, commitments, personnel contracts and records and provide copies thereof to Parent, and, during such period, the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly reasonably make available to NeoHydro Technologies Corp. Parent all other information concerning its businessbusinesses, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request, and instruct its Representatives to reasonably cooperate with Parent in its investigation. For Without limiting the purposes foregoing, following the date of determining this Agreement and continuing through the accuracy Closing Date or earlier termination of this Agreement, at Parent’s reasonable request, the representations Company shall use commercially reasonable efforts to cooperate with and warranties provide reasonable assistance to Parent and its Representatives in Parent’s efforts to investigate and confirm the existence of, and where applicable take such actions as are necessary to file and/or obtain, all Registration Certificates that in Parent’s reasonable good faith determination are required by Law to be so filed and/or obtained with respect to all Registrable Mobile Assets of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives the Company Subsidiaries. All information furnished pursuant to this Agreement shall be subject to the mutual confidentiality agreement, dated as of September 19, 2023, between Parent and the Company (the “Confidentiality Agreement”) and, to the extent such information is specifically subject thereto, the clean team confidentiality agreement, dated November 29, 2023, between Parent and the Company (the “Clean Team Agreement”); provided, that Parent and the Company consent and agree that all information referenced in Section 8.3 may only be shared with reasonable and delivered to the Financing Sources pursuant to the terms and conditions of the Confidentiality Agreement and the Clean Team Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.2 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the contrary in this Section 6.2, Section 8.1 or Section 8.2, neither the Company nor any of the Company Subsidiaries shall be required to provide access during normal business hours to its properties, books, contracts, commitmentsrecords (including any that discuss or relate to any of the Transactions) or personnel if such access would unreasonably disrupt its operations, personnel and records as may be necessary or provide access to enable or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any Company Subsidiary or contravene any Applicable Law or binding agreement with respect to confirm confidentiality; provided, that the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly use commercially reasonable efforts to the Company upon its request make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) a copy of each reportto remove references concerning valuation, 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 as necessary to comply with contractual arrangements and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall Parent have access to individual performance or evaluation records, medical histories or other information concerning its businessthe disclosure of which, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each in the reasonable opinion of the Company, would reasonably be expected to subject the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates or any Company Subsidiary to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties risk of the Parties herein or the conditions to the obligations of the Parties heretoliability.

Access to Information; Confidentiality. The Company (a) Subject to Section 9.14, upon reasonable notice and subject to applicable laws, each of IBTX and TCBI, for the purposes of verifying the representations and warranties of the other and preparing for the Merger and the other matters contemplated by this Agreement, shall, and shall cause its each of their respective Subsidiaries to, afford to the officers, employees, accountants, counsel, financial advisors and other representatives toof the other party, afford to NeoHydro Technologies Corp. and its representatives reasonable access access, during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to all its properties, books, contracts, commitments, personnel personnel, information technology systems, and records as may be necessary records, and each shall cooperate with the other party in preparing to enable execute after the Company to confirm Effective Time the accuracy conversion or consolidation of the representations systems and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderbusiness operations generally, and, during such period, NeoHydro Technologies Corp. each of IBTX and TCBI shall, and shall cause its officers, employees and representatives respective Subsidiaries to, furnish promptly make available to the Company upon its request 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 banking laws (other than reports or documents that IBTX or TCBI, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties, financial condition, operations properties and personnel as such other party may from time to time reasonably request. Except Neither IBTX nor TCBI nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of IBTX’s or TCBI’s, as required by the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, each rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company preceding sentence apply. (b) Each of IBTX and NeoHydro Technologies Corp. will holdTCBI 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 required by, and will cause its respective directorsin accordance with, officersthe provisions of the confidentiality agreement, employeesdated November 12, accountants2019, counsel, financial advisors between IBTX and other representatives and affiliates to hold, any nonpublic information in confidence. • TCBI (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 4.01 by either of the parties or their respective representatives shall affect any or be deemed to modify or waive the representations or and warranties of the Parties herein other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the conditions right to control or direct the operations of the other party prior to the obligations Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of the Parties heretothis Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information; Confidentiality. The (a) Upon reasonable notice and subject to Applicable Laws relating to the exchange of information, the Company shallwill, and shall will cause each of its Subsidiaries to, afford to the officers, employees, counselaccountants, financial advisors counsel and other representatives toof the Acquirer Parties access, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement, to all its and to the Company’s properties, books, contracts, commitments, personnel commitments and records and, during such period, the Company shallrecords, and shall cause to its officers, employees employees, accountants, counsel and representatives toother representatives, furnish promptly in each case in a manner not unreasonably disruptive to NeoHydro Technologies Corp. all information concerning the operation of the business of the Company and its business, properties, financial condition, operations and personnel Subsidiaries as such other party Parent may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during During the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours shall deliver 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (i) a copy if prior to the Determination Date, no later than the 15th day of each month, a report containing the Company’s most current estimate of the Company Net Worth and the Available Cash, in each case as of the last day of the full calendar month immediately preceding the date of such 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 if following the Determination Date, no later than the Wednesday of each calendar week, a report containing the Company’s most current estimate of the Available Cash as of the last day of the calendar week immediately preceding the date of such report. Neither the Company nor any of its Subsidiaries will be required to provide access to or to disclose information concerning its businesswhere such access or disclosure would jeopardize any attorney-client privilege, propertiesviolate any contract or agreement or contravene any Law; and in any such event, financial condition, operations the Parties hereto will make appropriate substitute disclosure arrangements. (b) All information and personnel as such other party may from time materials provided pursuant to time reasonably request. Except as required by law, each this Agreement will be subject to the provisions of the letter agreement entered into between the Company and NeoHydro Technologies Corp. will holdParent, and will cause its respective directorsdated as of April 28, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • 2017 (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 4.01 shall affect by any representations or warranties of the Parties herein or their respective representatives shall constitute a waiver of or otherwise affect the conditions to the obligations representations, warranties, covenants or agreements of the Parties heretoothers set forth herein.

Access to Information; Confidentiality. The Upon reasonable -------------------------------------- notice and subject to restrictions contained in confidentiality agreements to which such party is subject (from which such party shall use reasonable best efforts to be released), the Company shall, and Parent shall each (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its Minority Affiliates and XSL, to) afford to the officers, employees, counselaccountants, financial advisors counsel and other representatives toof the other, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours access, during the period prior to the Effective Time Time, to all its and to the Company’s properties, books, contracts, commitments, personnel commitments and records and, during such period, the Company shall, and Parent each shall (and shall cause each of their Subsidiaries, and in the case of the Company, use commercially reasonable efforts to cause its officersMinority Affiliates and XSL, employees and representatives to, ) furnish promptly to NeoHydro Technologies Corp. the other all information concerning its business, properties, financial condition, operations properties and personnel as such other party may from time reasonably request, and each shall make available to time the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other's business (including, in the case of the Company, the business of the Minority Affiliates and XSL), properties and personnel as either Parent or the Company may reasonably request. For From and after the purposes date of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to this Agreement through the Effective Time, NeoHydro Technologies Corp. the Company shall provide to Parent monthly consolidated statements of operations and cash flows and monthly consolidated balance sheets for the Company and its representatives Subsidiaries and, if the Company receives such statements from its Minority Affiliates or XSL, from such Minority Affiliates or XSL, within 30 days following the end of each calendar month during such period. Each party shall keep such information confidential in accordance with the terms of the confidentiality letter, dated October 26, 1997 (the "CONFIDENTIALITY LETTER") between Parent and the Company. The Company shall use its reasonable access during normal business hours best efforts to exercise its properties, books, contracts, commitments, personnel and records rights under confidentiality agreements entered into with persons which were considering an Alternative Transaction (as may be necessary defined in SECTION 9.01 with respect to enable the Company to confirm preserve the accuracy confidentiality of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly information relating to the Company upon and its request (i) a copy of each report, schedule, registration statement Subsidiaries and other document filed by it during Minority Affiliates and XSL provided to such period pursuant to the requirements of federal or state securities laws persons and (ii) all other information concerning its business, properties, financial condition, operations their affiliates and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretorepresentatives.

Access to Information; Confidentiality. The Company (a) During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, each of SAM and STFC shall, and shall cause its officers, employees, counsel, financial advisors their respective Subsidiaries and other representatives Representatives to, upon reasonable notice, afford to NeoHydro Technologies Corp. LMHC and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its Subsidiaries and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Representative reasonable access during normal business hours to its the officers, employees, advisors, properties, books, contracts, commitments, personnel and books and records of SAM, STFC or their respective Subsidiaries, as may be necessary to enable the Company to confirm the accuracy applicable, and each of the representations SAM and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. STFC shall, and shall cause its officers, employees and representatives their respective Subsidiaries to, furnish reasonably promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed by it during LMHC such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its businessthe business and properties of SAM, propertiesSTFC or their respective Subsidiaries, financial conditionas applicable, operations and personnel as such other party LMHC may reasonably request from time to time reasonably request. Except as required by law, in each case for the purposes of integration planning and the consummation of the Company transactions contemplated by this Agreement, including furnishing, not later than fifteen (15) days following the end of each calendar month, the gross and NeoHydro Technologies Corp. will holdnet premiums written by the SAM Insurance Companies and the STFC Insurance Companies in such month. None of SAM, and will STFC or their respective Subsidiaries shall be required to provide any such access or information to the extent that doing so (i) would cause its a waiver of an attorney-client privilege or loss of attorney work product protection, (ii) would constitute a violation of any applicable Law or the provisions of any Contract to which SAM, STFC or any of their respective directorsSubsidiaries is a party or (iii) would interfere unreasonably with the business or operations of SAM, officersSTFC or their respective Subsidiaries. Without limiting the foregoing, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic in the event that SAM or STFC does not provide access or information in confidencereliance on the immediately preceding sentence, it shall provide notice to LMHC that it is withholding such access or information and shall use its commercially reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not cause such a waiver or loss, violation or interference, as the case may be. • No investigation shall affect SAM’s or STFC’s representations, warranties, covenants or agreements contained herein or limit or otherwise affect the remedies available to any party pursuant to this Section 4.01 Agreement. (b) Each of LMHC, SAM and STFC shall affect comply with their respective obligations under the Confidentiality Agreement, which shall survive any representations or warranties termination of this Agreement in accordance with the terms set forth therein; provided, however, to the extent of any conflict between the provisions of the Parties herein or Confidentiality Agreement and this Agreement, the conditions to the obligations terms of the Parties heretothis Agreement shall govern.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. RemSleep Holdings and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. RemSleep Holdings 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 NeoHydro Technologies Corp. RemSleep Holdings set forth herein and compliance by NeoHydro Technologies Corp. RemSleep Holdings of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. RemSleep Holdings 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 NeoHydro Technologies Corp. RemSleep Holdings set forth herein and compliance by NeoHydro Technologies Corp. RemSleep Holdings of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. RemSleep Holdings 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. RemSleep Holdings will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • . (b) No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto.

Access to Information; Confidentiality. The (a) From and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VII, to the extent permitted by Law, the Company shallwill, (i) upon reasonable advance written notice from Parent, give Parent and shall cause its officers, employees, counsel, financial advisors Merger Sub and other representatives to, afford to NeoHydro Technologies Corp. and its representatives their respective Representatives reasonable access during normal business hours during the period prior to the Effective Time to its relevant employees and facilities and to relevant books, contracts and records (including Tax Returns) of the Company and the Retained Subsidiaries and cause the Company’s properties, books, contracts, commitments, personnel Representatives to provide access to their work papers and records such other information as Parent or Merger Sub may reasonably request (including information regarding the transactions set forth in the Spin-Off Transaction Documents and, during such periodfor the avoidance of doubt, the Company shall, restructuring transactions set forth in the Plan of Reorganization); and shall (ii) use its reasonable best efforts to cause its officers, employees Representatives to furnish Parent and representatives to, furnish promptly Merger Sub with such financial and operating data and other information with respect to NeoHydro Technologies Corp. all information concerning its the business, properties, financial condition, operations properties and personnel of the Company and the Retained Subsidiaries as such other party Parent or Merger Sub may from time to time reasonably request. For Notwithstanding the purposes of determining foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the accuracy business or operations of the representations Company or its Subsidiaries or otherwise result in any significant interference with the prompt and warranties timely discharge by such employees of NeoHydro Technologies Corp. set forth herein their normal duties. (b) Information obtained by Parent or Merger Sub pursuant to Section 5.3(a) will constitute “Information” under the Confidentiality Agreement and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior will be subject to the Effective Timeprovisions of the Confidentiality Agreement; provided, NeoHydro Technologies Corp. that Parent and Merger Sub will be permitted to disclose such information to any debt financing sources or prospective debt financing sources that may become parties to the Parent Debt Financing or rating agencies (and, in each case, to their respective counsel and auditors) so long as each such Person is made aware of and acknowledges the confidential nature of such information and agrees to be bound by confidentiality and use restrictions customary for the syndication of the debt financing contemplated by such debt financing sources and substantially consistent with the confidentiality and use restrictions contemplated by the Confidentiality Agreement or in the Debt Commitment Letter. (c) Notwithstanding anything in Section 5.3(a) to the contrary, no such access or examination shall provide be permitted to the extent that it (i) relates to the negotiation of this Agreement and the transactions contemplated hereby, or any competitively or commercially sensitive information or information relating to the analysis or consideration of the Merger or the transactions contemplated by this Agreement by the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, would unreasonably disrupt the operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will holdor any of its Subsidiaries, and will cause (iii) would require the Company or any of its respective directorsSubsidiaries to disclose information that, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the reasonable judgment of the Parties herein or the conditions counsel to the Company, is subject to attorney-client privilege or may conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound, (iv) would reasonably be likely to violate the Parties heretoterms of any Material Contract with a third party, in each case, that was in effect prior to the execution of this Agreement (provided, that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or develop an alternative method of providing such information to Parent), or (v) would reasonably be likely to violate any Law (provided, that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate such Law or develop an alternative method of providing such information to Parent).

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Explore Anywhere Holding Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Explore Anywhere Holding Corp. 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 NeoHydro Technologies Explore Anywhere Holding Corp. set forth herein and compliance by NeoHydro Technologies Explore Anywhere Holding Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Explore Anywhere Holding Corp. 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 NeoHydro Technologies Explore Anywhere Holding Corp. set forth herein and compliance by NeoHydro Technologies Explore Anywhere Holding Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Explore Anywhere Holding Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Explore Anywhere Holding Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • . (b) No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to earlier of the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodvalid termination of this Agreement in accordance with Article 7, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. each of its obligations hereunder, during the period prior Subsidiaries to: (i) provide to the Effective Time, NeoHydro Technologies Corp. shall provide the Company Parent and its representatives with Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, upon prior notice to the Company, to the officers, employees, properties, books, contracts, commitments, personnel offices and other facilities of the Company and each of its Subsidiaries and to the books and records as may be necessary thereof and (ii) use commercially reasonable efforts to enable furnish during normal business hours upon prior notice such information concerning the business, properties, Contracts, assets and liabilities of the Company and each of its Subsidiaries as Parent or its Representatives may reasonably request; provided, however, that the Company shall not be required to confirm (or to cause any of its Subsidiaries to) afford such access or furnish such information to the accuracy extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or otherwise breach, contravene or violate any effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party (but the Company shall use its commercially reasonable efforts to obtain the consent of any third party to such Contract to permit disclosure or inspection by Parent), (C) breach, contravene or violate any applicable Law or (D) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the representations Company Board, in each case, that were provide to the Company Board in connection with its consideration of the Merger or the sale process. (b) The Confidentiality Agreement, dated October 14, 2019, as amended November 24, 2019, by and warranties between the Company and Parent (the “Confidentiality Agreement”), shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives. Prior to the Closing, each of NeoHydro Technologies Corp. set forth herein Parent and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shallMerger Sub shall not, and shall cause its officers, employees and representatives their respective Representatives not to, furnish promptly to contact or otherwise communicate with the Company upon its request employees (i) a copy other than members of each reportthe Company’s senior leadership team), schedulecustomers, 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 businesssuppliers, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each distributors of the Company and NeoHydro Technologies Corp. will holdits Subsidiaries, and will cause its respective directorsor, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates except as required pursuant to holdSection 5.4, any nonpublic information in confidence. • No investigation pursuant to Governmental Entity, regarding this Section 4.01 shall affect any representations Agreement or warranties the Transactions without the prior written consent of the Parties herein Company, which consent shall not be unreasonably withheld, conditioned or the conditions to the obligations of the Parties heretodelayed.

Access to Information; Confidentiality. The Subject to compliance with applicable law, the Company shallshall afford to Parent, and shall cause its to Parent's officers, employees, accountants, counsel, financial advisors and other representatives toRepresentatives, afford to NeoHydro Technologies Corp. reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its representatives reasonable access Subsidiaries) during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its and to the Company’s its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws and (iib) all other information concerning its and its Subsidiaries' business, properties, financial condition, operations properties and personnel as Parent may reasonably request and receive consistent with applicable law and agreements. Without limiting the generality of the foregoing, the Company will afford to Parent and its Representatives access to, and facilitate and participate in discussions with, all drivers, team owners, sanctioning bodies, automobile manufacturers and other licensors for purposes of discussing such parties' license agreements and other party Contracts with the Company and its Subsidiaries; provided, that all such discussions shall be arranged by the Company and shall be undertaken jointly by the Parent and the Company unless the Parent and the Company otherwise agree. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of June 17, 2005 between Parent and the Company (as it may be amended from time to time reasonably request. Except as required by lawtime, each of the Company and NeoHydro Technologies Corp. will "Confidentiality Agreement"), Parent shall hold, and will shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, any nonpublic all information received from the Company, directly or indirectly, in confidenceconfidence in accordance with the Confidentiality Agreement. • No investigation pursuant to this Section 4.01 shall 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the Parties herein parties hereto contained in this Agreement or the conditions hereunder to the obligations of the Parties parties hereto.

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company shallshall afford to Parent, and shall cause its to Parent’s officers, employees, accountants, counsel, financial advisors and other representatives toRepresentatives, afford to NeoHydro Technologies Corp. reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its representatives reasonable access Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all its and to the Company’s its Subsidiaries’ properties, books, contractsContracts, commitments, personnel and records records, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws Laws and (iib) all other information concerning its and its Subsidiaries’ business, properties, financial condition, operations properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other party information to the extent that doing so would result in the loss of attorney-client privilege (provided that the Company 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 privilege). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of December 7, 2005 between Parent and the Company (as it may be amended from time to time reasonably request. Except as required by lawtime, each of the Company and NeoHydro Technologies Corp. will “Confidentiality Agreement”), Parent shall hold, and will shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any nonpublic information termination of this Agreement. Notwithstanding the terms of the Confidentiality Agreement, Parent and the Company agree that until the earlier of the consummation of this Agreement or the six month anniversary of the date of the termination of this Agreement, as applicable, each party and its respective Subsidiaries shall not, without the other party’s prior written consent, directly or indirectly solicit for employment (other than through advertising in confidencenewspapers or periodicals of general circulation or recruiters’ searches, in each case not specifically directed at the other party’s employees) any executive officer of the other party or any other person currently employed by the other party or any of its Subsidiaries with whom it has contact or who is identified to such party in connection with discussions between the parties in connection with entering into this Agreement. • No investigation pursuant to this Section 4.01 shall 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the Parties herein parties hereto contained in this Agreement or the conditions hereunder to the obligations of the Parties parties hereto. (b) To the extent permitted by applicable Law, Parent shall afford to the Company and its Representatives reasonable access to Parent’s personnel and records (i) on a basis consistent with the Company’s access to such personnel and records prior to the date hereof in connection with the Company’s due diligence review of Parent and its Subsidiaries in connection with the transactions contemplated hereby and (ii) to the extent reasonably necessary for the Company to determine whether the conditions set forth in Section 6.03 are satisfied.

Access to Information; Confidentiality. (a) The Company shall, and shall cause each of its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to its and to the Company’s all their respective properties, assets, books, contracts, commitments, personnel and records and, during such periodperiod for the sole purpose of consummation of the Mergers and the Transactions contemplated by this Agreement (or integration planning related thereto), the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request 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, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as required by lawrequest (including Tax Returns filed and those in preparation and the work papers of its auditors). (b) Parent shall, and shall cause each of its Subsidiaries to, afford to the Company and NeoHydro Technologies Corp. will holdits Representatives reasonable access during normal business hours and upon reasonable prior notice, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, for purposes of consummation of the Mergers and the Transactions contemplated by this Agreement, and will cause to such information, properties and personnel regarding Parent and its respective directorsSubsidiaries as shall be reasonably necessary for the Company to confirm that the representations and warranties of the Parent Parties contained herein are true and correct and that the covenants of the Parent Parties contained herein have been performed in all material respects. (c) Notwithstanding anything to the contrary, officersSection 5.4(a) and (b) shall not require the Parties to disclose any information to the extent such disclosure would contravene applicable Law, employeesjeopardize any attorney-client or other legal privilege or breach any existing Contract. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreement, accountantsdated as of April 22, counsel2021, financial advisors between Parent and other representatives the Company and affiliates to holdthe Confidentiality Agreement, any nonpublic information in confidencedated as of February 22, 2021, between the Company and Parent (together, the “Confidentiality Agreement”). • No investigation pursuant to this Section 4.01 5.4 or information provided, made available or delivered to the Parties pursuant to this Agreement shall affect any representations or warranties of the Parties herein representations, warranties, covenants, rights or remedies, or the conditions to the obligations of of, the Parties heretoParties.

Access to Information; Confidentiality. The Upon reasonable notice, the Company shall, shall (and shall cause each of its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, ) afford to NeoHydro Technologies Corp. Parent and its representatives Representatives reasonable access in a manner that does not unreasonably interfere with the operations of the business of the Company and its Subsidiaries, during normal business hours during and upon reasonable advance notice throughout the period prior commencing on the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, to the Effective Time to its and to the Company’s properties, booksoffices and other facilities and books and records, contracts, commitments, and personnel of the Company and records its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to) furnish promptly to Parent and its Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Merger Subs if such disclosure would reasonably be expected to violate applicable Law or the provisions of any Contract to which the Company or any of its Subsidiaries is a party or violate any attorney-client or other legal privilege; provided, that the Company and its Subsidiaries shall use reasonable best efforts to provide as much information as possible without violating such applicable Law or privilege. The Confidentiality Agreement shall apply with respect to information furnished by the Company, its Subsidiaries and the Company’s officers, employees and representatives toother Representatives hereunder and, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period if this Agreement is terminated prior to the First Effective Time, NeoHydro Technologies Corp. the Confidentiality Agreement shall provide the Company remain in full force and effect in accordance with its representatives with reasonable access during normal business hours terms prior 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly giving effect to the Company upon its request (i) a copy execution 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, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoAgreement.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date hereof to the Effective Time to its and to or the Company’s propertiesearlier termination of this Agreement, books, contracts, commitments, personnel and records and, during such periodupon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries, officers, directors and employees to, afford the officers, directors, employees, accountants, auditors, consultants, legal counsel, financial advisors, potential lenders, agents and other authorized representatives of Parent reasonable access, consistent with applicable law, during normal business hours to its officers, employees, properties, offices, plants and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent, through its officers, employees and representatives toor authorized representatives, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For Notwithstanding the purposes of determining foregoing, Parent and Merger Sub shall use commercially reasonable efforts to conduct any such investigation or consultation in such a manner as not to interfere unreasonably with the accuracy business or operations of the representations Company or its Subsidiaries or otherwise result in any unreasonable interference with the prompt and warranties timely discharge by such employees of NeoHydro Technologies Corp. set forth herein their normal duties. (b) As soon as available, and compliance in any event no later than fifteen (15) days after the end of each fiscal month, the Company shall deliver to Parent the unaudited balance sheet, statement of income, shareholders’ equity and cash flow of the Company as of the end of such fiscal month, all in reasonable detail and certified by NeoHydro Technologies Corp. a principal financial officer of the Company as presented fairly, in accordance with GAAP (except for the absence of footnotes thereto) applied on a basis consistent with past practice. (c) Each of Parent and Merger Sub will hold and treat and will cause its obligations hereunderofficers, during the period prior employees, auditors and other authorized representatives to the Effective Time, NeoHydro Technologies Corp. shall provide hold and treat in confidence all documents and information concerning the Company and its representatives Subsidiaries furnished to Parent or Merger Sub in connection with reasonable access during normal business hours to the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., on behalf of the Company, and Sun Capital Partners Group V, Inc. (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its properties, books, contracts, commitments, personnel and records as may be necessary to enable terms; provided that the Company to confirm agrees that the accuracy Confidentiality Agreement shall be terminated and of no further force and effect upon the consummation of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoMerger.

Access to Information; Confidentiality. The From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall, shall and shall cause its officers, employees, counsel, financial advisors Subsidiaries and other their respective representatives to, to afford to NeoHydro Technologies Corp. Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its Purchaser and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records, officers and affiliates employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to holdthe business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any nonpublic Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidenceconfidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). • No Any investigation pursuant to this Section 4.01 by Parent shall not affect any the representations or and warranties of the Parties herein or the conditions to the obligations of the Parties heretoCompany.

Access to Information; Confidentiality. The From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall, shall and shall cause its officers, employees, counsel, financial advisors Subsidiaries and other their respective representatives to, to afford to NeoHydro Technologies Corp. Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its Purchaser and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives”) reasonable access during normal business hours to such of the properties, books, contracts, commitments, records (electronic or otherwise), officers and affiliates employees of the Company and its Subsidiaries and such financial and operating data and such other information with respect to holdthe business and operations of the Company and its Subsidiaries as Parent, the Purchaser or Parent Representatives may reasonably request. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or contravene any applicable Law, in which case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law or consistent with such privilege and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. In addition, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of September 3, 2007, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). Any investigation by Parent or the Purchaser shall not affect, and shall not be deemed to modify, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or representations and warranties made by the conditions to the obligations of the Parties heretoCompany herein.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date hereof to the Effective Time to its and to or the Company’s propertiesearlier termination of this Agreement, books, contracts, commitments, personnel and records and, during such periodupon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries, officers, directors, employees and representatives to, furnish promptly afford the officers, employees and representatives of Parent reasonable access, consistent with applicable Law, at all reasonable times to NeoHydro Technologies Corp. all information concerning its businessofficers, directors, employees, representatives, properties, financial conditionoffices, operations plants and personnel other facilities and to all books and records of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information as such other party Parent, through its officers, employees or representatives, may from time to time reasonably requestrequest in writing. For Notwithstanding the purposes foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of determining any kind and shall be conducted in such a manner as not to interfere unreasonably with the accuracy business or operations of the representations Company or its Subsidiaries or otherwise result in any significant interference with the prompt and warranties timely discharge by such employees of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. their normal duties. Neither the Company nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its obligations hereunderclients, during jeopardize the period attorney-client privilege of the Company or its Subsidiaries or contravene any Law or binding agreement entered into prior to the Effective Time, NeoHydro Technologies Corp. 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 date of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably requestthis Agreement. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 6.3 or otherwise shall affect any representations representation or warranties of the Parties herein warranty in this Agreement or the conditions any condition to the obligations of the Parties parties hereto. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated September 26, 2006, between the Company and Parent (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. The (a) Subject to applicable Law, the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of the Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives to Parent’s Representatives reasonable access during normal business hours access, upon reasonable advance notice, during the period prior to from the date of this Agreement until the earlier of the Effective Time or termination of this Agreement in accordance with its terms, to its and to the Company’s all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives each of the Company Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. Parent all information concerning its business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. For request in connection with this Agreement and the transactions contemplated hereby, including for purposes of determining any business planning (including for post-Closing periods) and integration; provided, however, that the accuracy Company (i) shall not be required to afford such access if it would unreasonably disrupt the operations of the representations Company, (ii) may withhold any document or information the disclosure of which would cause a violation of any agreement to which the Company or such Company Subsidiary is a party (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) and warranties (iii) may withhold any document or information the disclosure of NeoHydro Technologies Corp. set forth herein which would be reasonably likely to risk a loss of legal privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by the Company pursuant to the immediately preceding sentence, the Company shall, to the extent possible without violating an agreement or risking a loss of legal privilege, inform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 6.02(a) shall be subject to the confidentiality agreement dated August 29, 2013 between Parent and compliance by NeoHydro Technologies Corp. the Company (the “Confidentiality Agreement”). (b) Subject to applicable Law, Parent shall, and shall cause each of its obligations hereunderthe Parent Subsidiaries to, afford to the Company and to the Company’s Representatives reasonable access, upon reasonable advance notice, during the period prior to from the date of this Agreement until the earlier of the Effective TimeTime or termination of this Agreement in accordance with its terms, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its all their respective 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause its officers, employees and representatives each of the Parent Subsidiaries to, furnish promptly to the Company upon its request (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, financial condition, operations properties and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company may reasonably request in connection with this Agreement and NeoHydro Technologies Corp. will holdthe transactions contemplated hereby; provided, however, that Parent (i) shall not be required to afford such access if it would unreasonably disrupt the operations of Parent, (ii) may withhold any document or information the disclosure of which would cause a violation of any agreement to which Parent or such Parent Subsidiary is a party (provided that Parent shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure) and will cause (iii) may withhold any document or information the disclosure of which would be reasonably likely to risk a loss of legal privilege (provided that Parent shall use its respective directorsreasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not be reasonably likely to risk a loss of legal privilege). If any material is withheld by Parent pursuant to the immediately preceding sentence, officersParent shall, employeesto the extent possible without violating an agreement or risking a loss of legal privilege, accountants, counsel, financial advisors and other representatives and affiliates inform the Company as to hold, any nonpublic the general nature of what is being withheld. All information in confidence. • No investigation exchanged pursuant to this Section 4.01 6.02(b) shall affect any representations or warranties of the Parties herein or the conditions be subject to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior to date hereof until the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Company Subsidiaries to, afford the officers, employees and agents of Parent and Merger Sub and persons providing or proposing to provide Parent or Merger Sub with financing for the Merger and other transactions contemplated by this Agreement and other representatives (collectively, the "Parent Representatives") of Parent complete access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of the Company and each Company Subsidiary, and shall furnish Parent and Merger Sub and persons providing or proposing to provide Parent or Merger Sub with financing for the Merger and other transactions contemplated by this Agreement with such financial, operating and other data and information as Parent or Merger Sub, through its officers, employees and representatives toor agents, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For . (b) From the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to date hereof until the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause the Parent Subsidiaries and the officers, directors, employees, auditors and agents of Parent and the Parent Subsidiaries to, afford the officers, employees and agents of the Company and other representatives (collectively, the "Company Representatives", and, together with the Parent Representatives, the "Representatives") of the Company complete access at all reasonable times to the officers, employees, agents, properties, offices, plants and other facilities, books and records of Parent and each Parent Subsidiary, and shall furnish the Company with such financial, operating and other data and information as the Company, through its officers, employees and representatives toor agents, furnish promptly to the Company upon its request (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, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law. (c) Each party to this Agreement shall comply with, and shall cause its Representatives to comply with, all of their obligations under the Confidentiality Agreements listed in Section 6.03(c) of each of the Company Disclosure Schedule and NeoHydro Technologies Corp. will hold, and will cause the Parent Disclosure Schedule (the "Confidentiality Agreements"). All information obtained by a party or any of its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation Representatives pursuant to this Section 4.01 (a) or (b) above shall affect any representations or warranties of the Parties herein or the conditions be subject to the obligations of the Parties heretoConfidentiality Agreements.

Access to Information; Confidentiality. The Company (a) Upon reasonable notice and subject to applicable laws relating to the confidentiality of information, each of GBC and First Charter shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, financial advisors advisors, agents and other representatives toof the other party, afford to NeoHydro Technologies Corp. and its representatives reasonable access access, during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to all its properties, books, contracts, commitments, personnel commitments and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderrecords, and, during such period, NeoHydro Technologies Corp. such party shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly make available to the Company upon its request 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 banking or insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) all other information concerning its business, properties, financial condition, operations properties and personnel as such the other party may reasonably request (in the case of a request by GBC, information concerning First Charter that is reasonably related to the prospective value of First Charter Common Stock or to First Charter’s ability to consummate the transactions contemplated hereby). Neither GBC nor First Charter, nor any of their Subsidiaries, shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. GBC shall provide First Charter with monthly financial statements as requested by First Charter. (b) Each party shall, and shall cause its respective agents and representatives to, maintain in confidence all information received from time the other party (other than disclosure to time reasonably request. Except as that party’s agents and representatives in connection with the evaluation and consummation of the Merger) in connection with this Agreement or the Merger (including the existence and terms of this Agreement) and use such information solely to evaluate the Merger, unless (a) such information is already known to the receiving party or its agents and representatives, (b) such information is subsequently disclosed to the receiving party or its agents and representatives by a third party that, to the knowledge of the receiving party, is not bound by a duty of confidentiality, (c) such information becomes publicly available through no fault of the receiving party, (d) the receiving party in good faith believes that the use of such information is necessary or appropriate in making any filing or obtaining any consent required for the Merger (in which case the receiving party shall advise the other party before making the disclosure) or (e) the receiving party in good faith believes that the furnishing or use of such information is required by law, or necessary or appropriate in connection with any applicable laws or any listing or trading agreement concerning its publicly traded securities (in which case the receiving party shall advise the other party before making the disclosure). All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreements entered into between each of the Company Parties and NeoHydro Technologies Corp. will holdB▇▇▇▇ Capital dated April 3, 2006 and will cause its respective directorsMay 23, officers2006 (collectively, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 4.01 by a party hereto or its representatives shall affect any the representations or and warranties of the Parties herein or the conditions to the obligations of the Parties heretoother party set forth in this Agreement.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Parent, Merger Sub and its representatives their respective Representatives, reasonable access during normal business hours and upon reasonable advance notice, under the supervision of the Company’s or its Subsidiaries’ personnel and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, during the period prior to from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to its and Article IX to all of the Company’s properties, books, contracts, commitments, personnel books and records of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish as promptly as practicable to NeoHydro Technologies Corp. Parent all information concerning its the business, properties, financial condition, operations properties and personnel of the Company and its Subsidiaries as such other party Parent may from time to time reasonably request. For Notwithstanding the purposes of determining foregoing, the accuracy Company shall not be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of the representations attorney-client or any other privilege of the Company, contravene any Law, any fiduciary duty or any Contract to which the Company is a party or cause significant competitive harm to the Company and warranties its business if the transactions contemplated by this Agreement are not consummated, so long as the Company has taken all reasonable steps to permit inspection of NeoHydro Technologies Corp. set forth herein or to disclose such information on a basis that does not contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided, that such access and compliance by NeoHydro Technologies Corp. information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the extent required for the purpose of its obligations hereundercomplying with applicable Laws, during the period prior including Antitrust Laws. Prior to the Effective Time, NeoHydro Technologies Corp. shall provide without the prior written consent of the Company and its representatives with reasonable access during normal business hours to its properties(which consent shall not be unreasonably withheld, booksconditioned or delayed), contractsParent shall not contact any suppliers to, commitmentsor customers of, personnel and records as may be necessary to enable the Company or its Subsidiaries and Parent shall have no right to confirm the accuracy perform invasive or subsurface investigations of any owned or leased real property of the representations Company or its Subsidiaries. (b) Parent and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shallthe Company shall comply with, and shall cause its officerstheir respective Representatives to comply with, employees all of their respective obligations under the Confidentiality Agreement, dated February 17, 2012, between Parent and representatives to, furnish promptly to the Company upon its request (i) a copy the “Confidentiality Agreement”), which shall survive the termination of each report, schedule, registration statement and other document filed by it during such period pursuant to this Agreement in accordance with the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoterms set forth therein.

Access to Information; Confidentiality. The (a) From the date hereof until the Closing Date, upon reasonable notice, the Company shallshall afford Parent and its Representatives reasonable access to the properties, assets, offices, facilities, books and records of the Company and its Subsidiaries and shall furnish Parent with such financial, operating and other data and information relating to the Company and its Subsidiaries as the Parent may reasonably request; provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company and its Subsidiaries. Notwithstanding anything to the contrary in this Section, neither the Company nor any of its Subsidiaries shall be required to disclose any information to Parent or its Representatives if legal counsel for the Company reasonably determines that such disclosure would (a) be subject to any attorney-client or other legal privilege or immunities, or (b) contravene any Law; provided, that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (a) or (b) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or contravene the applicable Law. Prior to the Closing, Parent shall not and shall cause its officers, employees, counsel, financial advisors Affiliates and its and their Representatives not to use any information obtained pursuant to this SECTION 5.5 for any purpose unrelated to the Merger and the transactions contemplated hereby. (b) Parent and Merger Sub shall hold all documents and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives Subsidiaries furnished to Parent or Merger Sub in connection with reasonable access during normal business hours to its propertiesthis Agreement or the transactions contemplated hereby in accordance with the Mutual Confidential Disclosure Agreement, booksdated as of June 10, contracts2023, commitments, personnel by and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of between the Company and NeoHydro Technologies Corp. will holdParent (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and will cause effect in accordance with its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidenceterms. • No investigation pursuant to this Section 4.01 shall SECTION 5.5 or information or notification provided or received by Parent pursuant to this Agreement will affect any of the representations or warranties of the Parties herein contained in this Agreement (or the conditions to Company Disclosure Schedule) or prejudice the obligations rights and remedies of the Parties heretoParent or Merger Sub hereunder.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company shall, shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, counselaccountants, financial advisors counsel and other representatives toof Parent or USF&G, afford to NeoHydro Technologies Corp. and its representatives reasonable access access, during normal business hours during the period prior to the Effective Time Time, to all its and to the Company’s properties, books, contracts, commitments, personnel employees, auditors, agents, representatives and records and, during such period, the Company shall, shall (and shall cause each of its officers, employees and representatives Subsidiaries to, ) furnish promptly to NeoHydro Technologies Corp. all information concerning its businessParent, properties, financial condition, operations (i) each SAP Annual Statement and personnel as SAP Quarterly Statement filed by the Company's Subsidiaries during such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior pursuant to the Effective Time, NeoHydro Technologies Corp. 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 requirements of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request any applicable law; (iii) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to SEC requirements; (iii) all correspondence or written communication with A.M. Best and Company or any of its Subsidiaries, Standard & Poor's Corporation, ▇▇▇▇▇'▇ Investor Services, Inc., and with any Governmental Entity or insurance regulatory authorities which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operation of the Company and its Subsidiaries taken as a whole; and (iv) all other information concerning its business, properties and personnel as the other party may reasonably request. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the Company, access, during normal business hours during the period prior to the Effective Time, to the books, records, officers and employees of Parent and its Subsidiaries reasonably necessary to perform a "due diligence" review with respect to (i) material matters, conditions or events arising after the date hereof or (ii) matters, conditions or events which the Company has a reasonable basis for believing make any of the representations or warranties of Parent contained herein not true in any material respect and, during such period, Parent shall (and shall cause each of its Subsidiaries to) furnish promptly to the Company, (a) each SAP Annual Statement and SAP Quarterly Statement filed by such party's Subsidiaries during such period pursuant to the requirements of federal or state securities laws any applicable law; (b) a copy of each report filed by Parent with the SEC during such period pursuant to SEC requirements; and (iic) all other information concerning correspondence or written communication with A.M. Best and Company or any of its businessSubsidiaries, propertiesStandard & Poor's Corporation, financial condition▇▇▇▇▇'▇ Investor Services, operations Inc., and personnel as such other party may from time with any Governmental Entity or insurance regulatory authorities which primarily relates to time reasonably request. Except as required by lawthe transactions contemplated hereby. (c) The Confidentiality Agreement dated June 26, each of 1997 (the "Parent Confidentiality Agreement"), between Parent and the Company and NeoHydro Technologies Corp. will holdthe confidentiality agreement dated July 30, 1997 (the "Company Confidentiality Agreement"), between the Company and will cause its respective directors, officers, employees, accountants, counsel, financial advisors Parent shall apply with respect to information furnished thereunder or hereunder and any other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoactivities contemplated thereby.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement until the earlier to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during occur of the period prior to the Merger Effective Time to its and to or the Company’s properties, books, contracts, commitments, personnel and records and, during such periodtermination of this Agreement in accordance with the terms set forth in Article VIII, the Company shall, and shall cause its Subsidiaries to, afford to the Parent and Representatives of the Parent reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessaccountants, agents, properties, financial conditionoffices, operations and personnel as such other party may from time facilities and to time reasonably request. For the purposes all books, records, contracts, and other assets of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its Subsidiaries to, furnish promptly to the Parent such other information concerning the business and properties of the Company and its Subsidiaries as the Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any law (it being agreed that the 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). No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Parent or the Merger Sub pursuant to this Agreement. (b) From the date of this Agreement until the earlier to occur of the Merger Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VIII, the Parent shall, and shall cause its Subsidiaries to, afford to the Company and the Representatives of the Company reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees employees, accountants, agents, properties, offices, and representatives other facilities and to all books, records, contracts, and other assets of the Parent and its Subsidiaries, and the Parent shall, and shall cause its Subsidiaries to, furnish promptly to the Company upon its request (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 the business and properties of the Parent and its business, properties, financial condition, operations and personnel Subsidiaries as such other party the Company may reasonably request from time to time reasonably requesttime. Except as Neither the Parent nor any of its Subsidiaries shall be required by lawto provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any law (it being agreed that the 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). No investigation shall affect the Parent’s representations, each of warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates pursuant to hold, any nonpublic this Agreement. (c) All information in confidence. • No investigation furnished pursuant to this Section 4.01 6.6 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretobe kept confidential.

Access to Information; Confidentiality. The Subject to the Confidentiality Agreement, and subject to applicable law, upon reasonable notice, each of Parent, AcquisitionCo and the Company shall, and shall cause its respective Subsidiaries to, afford to each other and their respective officers, directors, employees, accountants, counsel, financial advisors and other agents and representatives to(collectively, afford to NeoHydro Technologies Corp. and its representatives “Representatives”), reasonable access (during normal business hours hours, upon reasonable prior notice and in accordance with procedures reasonably established by, and in a manner as shall not unreasonably interfere with the business or operations of, the Parent, AcquisitionCo, Company or any of their respective Subsidiaries, as applicable) during the period prior to the earlier of the Effective Time or the termination of this Agreement to all its and to the Company’s respective properties, books, contracts, commitments, personnel and records and, during such period, each of Parent and the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. each of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives respective Subsidiaries to, furnish promptly to the Company upon its request (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, financial condition, operations properties and personnel as such other party Parent or the Company may from time to time reasonably request. Except as required No review pursuant to this Section 5.1 shall affect any representation or warranty made by law, each of the Company and NeoHydro Technologies Corp. any Party or any certificate delivered pursuant hereto. Each Party will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives Representatives and affiliates to hold, any nonpublic information in confidenceaccordance with the terms of the Confidentiality Agreement. • No Any such investigation pursuant to this Section 4.01 5.1 shall affect be conducted in such a manner as not to interfere unreasonably with the business or operations of Parent, AcquisitionCo or the Company, as the case may be. No Party shall conduct any representations core sampling or warranties other invasive environmental testing without prior written approval of the Parties herein other Party. No Party nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the conditions to the obligations attorney-client privilege of the Parties heretoinstitution in possession or control of such information or contravene any law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, no Party shall be required to disclose personnel records relating to individual performance or evaluation records, medical histories, or other information the disclosure of which would violate applicable law. To the extent practicable, the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access to Information; Confidentiality. The (a) During the Interim Period, to the extent permitted by applicable Law and contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives Representatives reasonable access during normal business hours during the period prior and upon reasonable advance notice to the Effective Time to its and to the Company’s all of their respective properties, offices, books, contracts, commitments, personnel and records to the extent relating to the Sale Subsidiaries and, during such period, the Company shall, and shall cause its officers, employees and representatives each of the Company Subsidiaries to, furnish reasonably promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company Parent 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Representatives (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 Laws, and (ii) all other information (financial or otherwise) concerning its the business, properties, financial condition, operations properties and personnel of the Sale Subsidiaries as such other party Parent may from time to time reasonably request; provided that in no event shall Parent or its Representatives have the right to conduct invasive environmental sampling or testing of any kind. Except No representation or warranty as to the accuracy of information provided pursuant to this Section 7.2(a) is made, and Parent 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, and no investigation under this Section 7.2(a) or otherwise shall affect any of the representations and warranties of Company contained in this Agreement or any condition to the obligations of the Parties under this Agreement. Notwithstanding the foregoing, Company shall not be required by law, each this Section 7.2(a) to provide Parent or its 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 the Original Merger Agreement or entered into after the date of the Original Merger Agreement in the ordinary course of business consistent with past practice (if Company 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 applicable to Company, the Company Subsidiaries or any of their 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 Company or the Company Subsidiaries. Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of Company and NeoHydro Technologies Corp. the Company Subsidiaries that may result from the requests for access, data and information hereunder. Prior to the Effective Time, Parent shall not, and shall cause its respective Representatives and Affiliates not to, contact or otherwise communicate with parties with which Company or any Company Subsidiary has a business relationship (including tenants/subtenants) regarding the business of Company and the Company Subsidiaries or this Agreement and the transactions contemplated hereby without the prior written consent of Company (provided that, for the avoidance of doubt, nothing in this Section 7.2(a) shall be deemed to restrict Parent and its Representatives and Affiliates from contacting such parties in pursuing the business of Parent operating in the ordinary course). (b) Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors Representatives and other representatives and affiliates Affiliates to hold, (i) any nonpublic information in confidence. • No investigation relating to Company, Company LP, IPT Holdco, the BTC Entities and Black Creek Group and its Affiliates, including any such information exchanged pursuant to this Section 4.01 shall affect any representations or warranties 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Parties herein Confidentiality Agreement, which shall remain in full force and effect with respect to such information pursuant to the terms thereof notwithstanding the execution and delivery of this Agreement or the conditions termination thereof and (ii) until the Effective Time, all other nonpublic information, including any information exchanged pursuant to this Section 7.2, in confidence to the obligations extent required by and in accordance with, and will otherwise comply with, the terms of the Parties heretoConfidentiality Agreement, which shall remain in full force and effect with respect to such information pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination thereof.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its Subsidiaries to, (i) provide to Parent and its Representatives access at reasonable times upon prior notice to the officers, employees, counselproperties, financial advisors books and other representatives to, afford to NeoHydro Technologies Corp. records of the Company and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its Subsidiaries, and to the Company’s properties, books, contracts, commitments, personnel and records and, during (ii) furnish promptly such period, information concerning the Company and its Subsidiaries as Parent or its Representatives may reasonably request. Parent shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly (i) provide to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Representatives access at reasonable access during normal business hours times upon prior notice to its the officers, employees, properties, books, contracts, commitments, personnel books and records as may be necessary to enable the Company to confirm the accuracy of the representations Parent Entities and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereundertheir respective Subsidiaries, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other furnish promptly such information concerning the Parent Entities and their respective Subsidiaries as the Company or its business, properties, financial condition, operations and personnel as such other party Representatives may from time to time reasonably request. Except Notwithstanding the foregoing, neither Parent nor the Company shall not be required to provide such access if it reasonably determines that it would (A) materially disrupt or impair the business or operations of Parent or the Company, as required by lawapplicable, each or any of its respective Subsidiaries, (B) cause a violation of any Company Material Contract or Parent Material Contract, (C) constitute a violation of any applicable Law or (D) cause a material risk of disclosure of any information that in the reasonable judgment of Parent or the Company, as applicable, would result in the disclosure of any trade secrets of third parties. Nothing herein shall require the Company or Parent or any of their respective Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of such party existing as of the date of this Agreement (provided that such party shall use reasonable best efforts to permit such disclosure to be made in a manner consistent with the protection of such privilege or to obtain any consent required to permit such disclosure to be made without violation of such confidentiality obligations, as applicable). Notwithstanding the foregoing, no Company Response Action or Parent Response Action shall be deemed to violate or breach this Section 5.3 in any way or serve as a basis for Parent or the Company or any of their respective Affiliates to terminate this Agreement or assert that any condition in Article VI shall not have been satisfied. (b) Parent and NeoHydro Technologies Corp. will holdthe Company shall comply with, and will shall use their reasonable best efforts to cause its their respective directorsRepresentatives to comply with, officersall of their respective obligations under the Confidentiality Agreement, employees, accountants, counsel, financial advisors and other representatives and affiliates with respect to hold, any nonpublic the information in confidence. • No investigation pursuant to disclosed under this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto5.3.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior (a) Prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodClosing Date, the Company shall, and shall cause each of its officersSubsidiaries to, employees afford to Parent and representatives to Parent’s Representatives reasonable access upon reasonable advance notice and during normal business hours to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries, and the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. all Parent any information concerning its business, propertiesassets, financial conditionliabilities, operations employees and personnel as such other party may from time to time reasonably request. For the purposes aspects of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives Subsidiaries as Parent may reasonably request, including information concerning the Company’s compliance with its obligations under clause (A) of Section 6.1(a) related to the development of subcutaneous and low-volume intravenous formulations of Cinryze (and the Company shall keep Parent reasonably informed on a reasonably current basis, and consider in good faith Parent’s views, with respect thereto); provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent that doing so is restricted under applicable Law or otherwise would result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege) or is restricted pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (which such person shall use commercially reasonable efforts to cause such counterparty thereto to waive) and provided, further, that any such access or disclosure shall be conducted at Parent’s expense 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly be subject to supervision by the Company’s or the applicable Subsidiary’s personnel. Notwithstanding anything to the Company upon its request contrary herein, (i) a copy of each report, schedule, registration statement Parent and other document filed by it during such period pursuant Merger Sub shall not be permitted prior to the requirements Closing Date to contact any of federal the Company’s or state securities laws its Subsidiaries’ vendors, customers, suppliers, contract counterparties, joint venture partners or, other than as expressly contemplated by this Agreement, Governmental Entities regarding the operations of the Company or its Subsidiaries without receiving the prior written consent of the Company, which will not be unreasonably withheld and (ii) all other information concerning its businessprior to the Closing Date, propertiesParent and Merger Sub shall not have the right to conduct any environmental testing, financial conditionsampling or analysis at, operations and personnel as such other party may on, under or from time to time reasonably request. Except as required by law, each any real property of the Company and NeoHydro Technologies Corp. or its Subsidiaries. (b) Parent will hold, and will cause direct its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, any nonpublic and all information received from the Company confidential in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of accordance with the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date of this Agreement to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause each Company Subsidiary and each of its and each Company Subsidiary's Representatives to, (i) provide to Parent and Parent's Representatives access, at reasonable times upon prior notice, to the officers, employees employees, agents, properties, offices and representatives toother facilities and books and records of the Company and the Company Subsidiaries, and (ii) furnish promptly to NeoHydro Technologies Corp. all such information concerning its the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial conditionstatements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. Notwithstanding the foregoing, operations the Company may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to the Company requires the Company or any Company Subsidiary to restrict or prohibit such access to any such Properties or information, (B) Parent's access to the information would breach the Company's confidentiality obligations to a third party (provided that upon Parent's reasonable request the Company shall use its reasonable efforts to obtain such third party's consent to permit Parent access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the loss of the Company's or any Company Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the termination of this Agreement and personnel as such other party may the Effective Time, the Company shall confer from time to time as reasonably request. For requested by Parent to meet with one or more Representatives of Parent to discuss any material changes or developments in the purposes of determining the accuracy operational matters of the representations Company and warranties each Company Subsidiary and the general status of NeoHydro Technologies Corp. set forth herein the ongoing operations of the Company and compliance by NeoHydro Technologies Corp. the Company Subsidiaries. (b) From the date of its obligations hereunder, during the period prior this Agreement to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause each Parent Subsidiary and each of its officers, employees and representatives each Parent Subsidiary's Representatives to, furnish promptly (i) provide to the Company and the Company's Representatives access, at reasonable times upon its request (i) a copy of each reportprior notice, scheduleto the officers, registration statement employees, agents, properties, offices and other document filed by it during such period pursuant to the requirements facilities and books and records of federal or state securities laws Parent and Parent Subsidiaries, and (ii) all other furnish promptly such information concerning its the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial conditionstatements and other aspects of Parent and the Parent Subsidiaries as the Company or the Company's Representatives may reasonably request. Notwithstanding the foregoing, operations Parent may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to Parent requires Parent or any Parent Subsidiary to restrict or prohibit such access to any such Properties or information, (B) the Company's access to the information would breach Parent's confidentiality obligations to a third party (provided that upon the Company's reasonable request Parent shall use its reasonable efforts to obtain such third party's consent to permit the Company access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the loss of Parent's or any Parent Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the termination of this Agreement and personnel as such other party may the Effective Time, Parent shall confer from time to time as reasonably request. Except as required requested by law, each the Company to meet with one or more Representatives of the Company to discuss any material changes or developments in the operational matters of Parent and NeoHydro Technologies Corp. will hold, each Parent Subsidiary and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the general status of the Parties herein or ongoing operations of Parent and the conditions Parent Subsidiaries. (c) The parties hereto acknowledge that Parent, the Company and Stanford have previously executed that certain Mutual Confidentiality Agreement, effective April 1, 2006 (as Amended from time to time, the obligations of the Parties hereto"Confidentiality Agreement"), which shall continue in full force and effect in accordance with its terms.

Access to Information; Confidentiality. The Company shall, and the Company shall cause the Subsidiaries to, afford to NESR and its officers, employeesaccountants, counsel, financial advisors advisors, directors, officers and other representatives toemployees reasonable access, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during upon reasonable notice throughout the period prior to the Effective Time to its earlier of NESR Closing and the termination of this Agreement in accordance with the terms hereof, to the Company’s properties, and the Subsidiaries’ respective books, contractsfinancial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, commitmentsinternal audit reports, personnel and “management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries to the extent required for the purposes of monitoring the financial performance of the Company, preparing for the transition of the ownership of the Company to NESR or preparing the Proxy and, during such period, shall furnish as soon as reasonably practicable such information in the possession or control of the Company shallor any Subsidiary concerning the businesses, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations properties 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives the Subsidiaries as NESR shall reasonably request for any such purpose; provided, however, such investigation shall not disrupt the Company’s operations in any material manner. The Company shall authorize and direct the appropriate directors, managers and employees of each such Subsidiary to discuss matters involving the operations and business of the Company or such Subsidiary, as the case may be, with reasonable access NESR during normal business hours and upon reasonable notice and then only to its propertiesthe extent that it will not and is not reasonably likely to disrupt the Company’s operations in any material manner. All information provided to, booksor obtained by, contractsthe Purchaser, commitmentsthe Company, personnel or the Selling Stockholders in relation to the subject matter of, and records as may negotiations leading to, this Agreement, including but not limited to the terms of this Agreement, shall be necessary to enable considered “Confidential Information” and kept strictly confidential by the Parties; provided that the Purchaser and the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during may disclose such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request information as is necessary: (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to fulfill the requirements of federal Condition; or state securities laws and (ii) all other to include in the Proxy. No information concerning its business, properties, financial condition, operations and personnel as such other party may from time provided to time reasonably request. Except as required or obtained by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation Purchaser pursuant to this Section 4.01 6.1 shall limit or otherwise affect the remedies available hereunder to the Purchaser (including the Purchaser’s right to any representations damages), or the warranties of the Parties herein of, or the conditions to the obligations of of, the Parties heretoParties.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Acquiror and its representatives reasonable Representatives full access during normal business hours during throughout the period prior to the Effective Time to its and to all of the Company’s 's (and its Subsidiaries') properties, books, contracts, commitments, personnel commitments and records (including without limitation Tax Returns) and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior upon request (i) to the Effective Timeextent not provided for pursuant to the preceding clause, NeoHydro Technologies Corp. shall provide all financial records, ledgers, workpapers and other sources of financial information possessed or controlled by the Company, any Company Subsidiary or the Company's accountants reasonably deemed by Acquiror or its Representatives necessary or useful for the purpose of performing an audit of the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries and certifying financial statements and financial information, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy (ii) such other information concerning any of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderforegoing as Acquiror shall reasonably request. In addition, and, during such period, NeoHydro Technologies Corp. shall, and each Party 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 schedule and other document filed or received by it during such period any of them pursuant to the requirements of any Applicable Law (including without limitation federal or state securities laws and (iilaws) all other information concerning or filed by it or any of its businessSubsidiaries with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, operations, properties, financial prospects, personnel, condition, operations (financial or other), or results of operations. The Company and personnel Acquiror acknowledge that they have heretofore executed confidentiality agreements, dated April 14, 1997 and July 16, 1997 (the "Confidentiality Agreements"), which separately and as incorporated herein shall remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by Acquiror or its Representatives or by the Company or its Representatives from Acquiror, pursuant to this Section 5.1(a), the Confidentiality Agreements or otherwise, shall be subject to the provisions of the Confidentiality Agreements. (b) Subject to the terms and conditions the Confidentiality Agreements, Acquiror and the Company may disclose such other party information as may from time to time reasonably request. Except as be necessary in connection with seeking all Governmental and Private Authorizations or that is required by lawApplicable Law to be disclosed. In the event that this Agreement is terminated in accordance with its terms, each of Acquiror and the Company shall each 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 Merger and NeoHydro Technologies Corp. will holdthe Transactions and shall not retain any copies, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and extracts or other representatives and affiliates reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to hold, any nonpublic information in confidence. • independent counsel for such party. (c) No investigation pursuant to this Section 4.01 5.1 shall affect any representations representation or warranties warranty in this Agreement of the Parties herein any Party hereto or the conditions any condition to the obligations of the Parties hereto.

Access to Information; Confidentiality. The Company shall(a) During the period from the date of this Agreement through the earlier of the Closing Date and the termination of the Agreement in accordance with Article VIII, and the Seller shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. give Purchaser and its authorized representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, all books, contractsrecords, commitments, personnel offices and records and, during such period, other facilities and properties of the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel Business as such other party Purchaser may from time to time reasonably request. For ; provided, however, that any such access shall be conducted in a manner not to interfere with the purposes of determining the accuracy businesses or operations of the representations Business and warranties none of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. Purchaser nor any of its obligations hereunderAffiliates shall, during directly or indirectly, conduct or cause any invasive sampling or testing with respect to the Leased Real Property without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). The Seller shall use commercially reasonable efforts to enable and assist Purchaser in the preparation and filing of audited financial statements with respect to the Business for the years ended December 31, 2013, 2014 and 2015 within seventy-five (75) days after the Closing Date. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to Purchaser, or its authorized representatives, if doing so could violate any agreement or Law to which the Seller is a party or to which the Business is subject. During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Purchaser agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employee, customer, supplier, distributor or other material business relation of the Seller regarding the Businesses or the transactions contemplated by this Agreement without the prior consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Each of the parties shall execute such documents and other papers and perform such further acts as may reasonably be required or desirable to carry out the provisions hereof and the transactions contemplated hereby. (b) Any information provided to or obtained by Purchaser or its authorized representatives pursuant to paragraph (a) above shall be treated as confidential and governed by the terms of the Letter Agreement, dated June 20, 2016, by and between Seller and Purchaser (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all confidential information. (c) Each party agrees to provide the other party with reasonable access to the books and records of the other party related to the Business for periods on or prior to the Effective TimeClosing Date after the Closing Date for the purpose of preparing Tax Returns, NeoHydro Technologies Corp. defending claims or other reasonable business purposes. Without limitation, after the Closing, each party shall make available to the other party and its counsel, accountants and other Representatives, as reasonably requested, and to any Taxing Authority that is legally permitted to receive the following pursuant to its subpoena power or the equivalent, the books, records and other information relating to Tax Liabilities or potential Tax Liabilities for all periods prior to or including the Closing Date and shall preserve all such books, records and other information until the expiration of any applicable statute of limitations for assessment or refund of Taxes or extensions thereof. Subject to the previous sentence, for a period of seven (7) years after the Closing Date, (x) Purchaser shall not, nor shall it permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3(c) without first offering in writing to surrender such books, records and other information to Seller, and (y) Seller shall not, nor shall it permit its Affiliates to, destroy or otherwise dispose of any of the books, records or other information described in this Section 5.3(c) without first offering in writing to surrender such books, records and other information to Purchaser. Seller or Purchaser, as applicable, shall have thirty (30) days after such offer to agree in writing to take possession of such books, records or other information. Notwithstanding the provisions of this Section 5.3(c), while the existence of an adversarial proceeding between the parties will not abrogate or suspend the provisions of this Section 5.3(c), as to such records or other information directly pertinent to such dispute, the parties may not utilize this Section 5.3(c) but rather, absent agreement, must utilize the applicable rules of discovery. (d) Parties will use commercially reasonable efforts to perform or cause to be performed prior to Closing (or if not prior to Closing, within twenty four (24) hours following the Closing Date), a heavy inventory cycle count and a physical inventory of up to 70% of the existing inventory, by dollar value, in each case with respect to the inventory of the Business located in Pleasant Prairie, Wisconsin; provided, however, that all inventory shall be made available for count and analysis. If such activities are to occur prior to Closing, (i) they shall be conducted during normal business hours, shall not include a shutdown of Seller's facility and shall be conducted in a manner not to materially interfere with Seller's day-to-day operations and (ii) Seller shall provide the Company Purchaser and its representatives with reasonable such access during normal business hours to its properties, books, contracts, commitments, personnel and records information as may be necessary needed in order for Purchaser or its representatives to enable the Company perform such activities. Representatives from each party shall have a right to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, be present during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoactivities.

Access to Information; Confidentiality. The Upon reasonable prior notice, the Company shallshall afford to Parent, and shall cause its to Parent's officers, employees, accountants, counsel, financial advisors and other representatives torepresentatives, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly make available to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior Parent to the Effective Time, NeoHydro Technologies Corp. shall provide full extent and in 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 NeoHydro Technologies Corp. set forth herein and compliance manner permitted by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request law (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws and (iib) all other information concerning its business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as required by law, each unless terms of an agreement prohibit disclosure to third parties; provided, however, that (i) Parent shall not contact, and Parent shall ensure that none of its officers, employees, accountants, counsel, financial advisors or other representatives contacts, any employee of the Company or any of its subsidiaries without the prior authorization of the Company's Chief Executive Officer, Vice President and NeoHydro Technologies Corp. General Counsel or Chief Financial Officer, and (ii) Parent shall take all reasonable action to ensure that none of its employees, accountants, counsel, financial advisors and other representatives interferes with or otherwise disrupts the business or operations of the Company while exercising the rights provided under this Section 5.4. Parent shall afford to the Company, and to the Company's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its properties, books, contracts, commitments, personnel and records and, during such period, Parent shall make available to the Company (a) 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 (b) all other information concerning its business, properties and personnel as the Company may reasonably request, unless terms of an agreement prohibit disclosure to third parties; provided, however, that (i) the Company shall not contact, and the Company shall ensure that none of its officers, employees, accountants, counsel, financial advisors or other representatives contacts, any employee of Parent or any of its subsidiaries without the prior authorization of Parent's Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, and (ii) the Company shall take all reasonable action to ensure that none of its employees, accountants, counsel, financial advisors or other representatives interferes with or otherwise disrupts the business or operations of Parent while exercising the rights provided under this Section 5.4. Parent and the Company will each hold, and will cause each of its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic and all information received from the other party, directly or indirectly, in confidence, in accordance with the Confidentiality Agreement dated as of April 3, 2000 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including (i) the obtaining of all necessary actions or nonactions, waivers, consents and approvals from Governmental Entities and the making of all necessary registrations and filings (including filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid an action or proceeding by any Governmental Entity, (ii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed and (iv) the execution and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement, except that the Company need not take any action under this Agreement if the Company's Board of Directors determines, in consultation with outside counsel, that to do so would not be in compliance with its fiduciary duties. • No investigation pursuant In connection with and without limiting the foregoing, the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Option Agreement, the Stockholders Agreement or any other transactions contemplated by this Agreement, the Option Agreement or the Stockholders Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Option Agreement, the Stockholders Agreement and the other transactions contemplated by this Agreement, the Option Agreement or the Stockholders Agreement. Nothing in this Agreement shall be deemed to require Parent or the Company or their respective subsidiaries to dispose of any significant asset or collection of assets or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a material adverse effect on Parent or the Company. (b) The Company shall give prompt notice to Parent, when and if it has knowledge, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 4.01 6.2(a) would not be satisfied; provided, however, that no such notification shall affect any representations the representations, warranties, covenants or warranties agreements of the Parties herein parties or the conditions to the obligations of the Parties heretoparties under this Agreement. (c) Parent shall give prompt notice to the Company, when and if it has knowledge, of (i) any representation or warranty made by it or Sub contained in this Agreement becoming untrue or inaccurate such that the condition set forth in Section 6.3 (a) would not be satisfied; provided,

Access to Information; Confidentiality. The Company shall(a) Subject to Section 6.3(b) and applicable Law, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall Crosstex will 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause Crosstex’ Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to provide Devon and affiliates its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to holdthe offices, employees, customers, suppliers, properties, books and records of Crosstex and its Subsidiaries (so long as such access does not unreasonably interfere with the operations of Crosstex) as Devon may reasonably request. Subject to applicable Law, Devon will provide and will cause Devon’s Subsidiaries and its and their respective Representatives to provide Crosstex and its authorized Representatives, during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, properties, books and records of the Midstream Group Entities (so long as such access does not unreasonably interfere with the operations of Devon or the Midstream Group Entities) as Crosstex may reasonably request. No party shall have access to personnel records of the other party or any nonpublic of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in confidencesuch other party’s good faith opinion the disclosure of which could subject such other party or any of its Subsidiaries to risk of liability. • No investigation party shall be permitted to conduct any sampling or analysis of any environmental media (including any soils, sediments, groundwater, surface water or atmosphere) or building materials at any facility of the other party or its Subsidiaries without the prior written consent of the other party, which may be granted or withheld in such other party’s sole discretion. (b) With respect to any information disclosed pursuant to this Section 4.01 6.3, each of Devon and Crosstex shall affect comply with, and shall cause each of its Representatives to comply with, all of its obligations under the confidentiality agreement, dated July 19, 2013, previously executed by Devon, Crosstex and Crosstex MLP (the “Confidentiality Agreement”). No party shall be required to provide access to or disclose any representations information where such access or warranties disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract or Law (it being agreed that the Parties herein parties shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or the conditions to the obligations of the Parties heretocontravention).

Access to Information; Confidentiality. The (a) Upon reasonable notice and subject to applicable Law, the Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Integrated Mergers and the other matters contemplated by this Agreement, shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, financial advisors and other representatives toof Parent, afford to NeoHydro Technologies Corp. and its representatives reasonable access access, during normal business hours during the period prior from the date of this Agreement to the Effective Time Time, to its and to all of the Company’s properties, books, contracts, commitments, personnel personnel, information technology systems, Tax Returns and related work papers and records reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly make available to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it the Company during such period pursuant to the requirements of federal securities laws or federal or state securities banking laws (other than reports or documents which the Company is not permitted to disclose under Law) and (ii) all other information concerning its the Company’s business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement and (y) information where such access or disclosure would violate or prejudice the rights of the Company’s customers, jeopardize the attorney-client privilege or the right to assert the work product doctrine of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, each rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Company will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Parent shall hold all information furnished by or on behalf of the Company and NeoHydro Technologies Corp. will holdor its Representatives pursuant to Section 6.2 in confidence to the extent required by, and will cause its respective directorsin accordance with, officersthe provisions of the confidentiality agreement, employeesdated May 31, accountants2019, counselamong Parent, financial advisors the Company and other representatives and affiliates to hold, any nonpublic information in confidence. • Boenning (the “Confidentiality Agreement”). (c) No investigation pursuant to this Section 4.01 (or discovery or receipt of information) by any party hereto or their respective Representatives shall affect or be deemed to modify or waive any representations representation, warranty, covenant or warranties other agreement of the Parties other parties set forth herein or the conditions to any party’s obligation to consummate the obligations transactions contemplated hereby. Nothing contained in this Agreement shall give any party hereto, directly or indirectly, the right to control or direct the operations of the Parties heretoother party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement until the earlier to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to occur of the Effective Time to its and to or the Company’s properties, books, contracts, commitments, personnel and records and, during such periodtermination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries and its Representatives to, afford to Parent and its Representatives reasonable access, at reasonable times, upon reasonable advance notice to all of its officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessaccountants, agents, properties, financial conditionoffices, operations and personnel as such other party may from time facilities and to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderall books, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its properties, booksrecords, contracts, commitmentsand other assets, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees Subsidiaries and representatives its Representatives to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed 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, financial condition, operations business and personnel properties as such other party Parent may reasonably request from time to time reasonably requesttime. Except as required by lawNo investigation shall affect the Company’s representations, each warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated March 21, 2019, between Parent and the Company (the “Rooster Confidentiality Agreement”) and the Confidentiality Agreement, dated March 25, 2019, between Parent and the Company (the “Parent Confidentiality Agreement” and, together with the Rooster Confidentiality Agreement, the “Confidentiality Agreements”), which shall survive the termination of this Agreement in accordance with the terms set forth therein. (c) This Section 5.03 shall not require the Company to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with outside counsel) of the Company would reasonably be expected to result in (i) any violation of any Law to which the Company or its Subsidiaries is subject or cause any privilege (including attorney-client privilege) which the Company or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information and NeoHydro Technologies Corp. will holdsuch undermining of such privilege could in the Company’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with outside counsel) would reasonably be expected to be, a future Legal Action or (ii) if the Company and its Subsidiaries, on the one hand, and will Parent or any of its Subsidiaries, on the other hand, are adverse parties in a Legal Action, such information being reasonably pertinent thereto; provided that the parties shall use their reasonable best efforts to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with outside counsel)) reasonably be likely to result in the violation of any such Law or reasonably be likely to cause its respective directors, officers, employees, accountants, such privilege to be undermined with respect to such information or (B) would reasonably (in the good faith belief of the Company (after consultation with outside counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation )) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent shall be provided access to such information; provided, further, that the Company shall (1) notify Parent that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such Law or are reasonably likely to cause such privilege to be undermined, and (2) communicate to Parent in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties hereto5.03(c)).

Access to Information; Confidentiality. (a) From the date hereof until the Closing, upon reasonable notice, Guidant shall: (i) afford the Purchasers and their authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchasers such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchasers may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at ▇▇▇▇▇▇’▇ expense, during normal business hours, under the supervision of Guidant’s or its Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, Guidant shall not be required to disclose any information to a Purchaser if such disclosure would be reasonably likely to (x) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) The Company terms of the Confidentiality Agreement, dated as of February 2, 2006, among Guidant, Boston Scientific and Abbott (the “Confidentiality Agreement”) are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Abbott under this Section 5.02(b) shall terminate; provided, however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement, (i) Abbott shall, and shall cause its officers, directors, employees, counsel, financial advisors representatives and other representatives Affiliates to, afford treat and hold as confidential, and not disclose to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior any Person, information related to the Effective Time to its discussions and to negotiations between the Company’s properties, books, contracts, commitments, personnel and records and, during such periodparties regarding this Agreement, the Company Transaction Agreement and the transactions contemplated hereby and thereby and all confidential information relating to Guidant and the Excluded Businesses, and (ii) Guidant shall, and shall cause its officers, employees directors, employees, representatives and representatives Affiliates to, furnish promptly treat and hold as confidential, and not disclose to NeoHydro Technologies Corp. any Person, information related to the discussions and negotiations between the parties regarding this Agreement, the Transaction Agreement and the transactions contemplated hereby and thereby and all confidential information concerning its businessrelating to the Assets and the Business. If this Agreement is, propertiesfor any reason, 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period terminated prior to the Effective TimeClosing, NeoHydro Technologies Corp. the Confidentiality Agreement shall provide nonetheless continue in full force and effect. (c) Nothing provided to Abbott pursuant to Section 5.02(a) shall in any way amend or diminish ▇▇▇▇▇▇’▇ obligations under the Company Confidentiality Agreement. Abbott acknowledges and its representatives with reasonable access during normal business hours agrees that any Confidential Information (as defined in the Confidentiality Agreement) provided to its propertiesAbbott pursuant to Section 5.02(a) or otherwise by or on behalf of Guidant or any officer, booksdirector, contractsemployee, commitmentsagent, personnel representative, accountant or counsel thereof shall be subject to the terms and records as may be necessary to enable the Company to confirm the accuracy conditions of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The Section 5.6.1 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company shallor any Company Subsidiary is a party, and shall cause its officerssubject to applicable Law, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during from the period prior date of this Agreement to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause each Company Subsidiary to: (A) provide to Parent and its officers, employees directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives to(collectively, furnish promptly to NeoHydro Technologies Corp. all information concerning its business“Parent Representatives”), 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period upon reasonable prior notice to the Effective TimeCompany, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its the officers of the Company and the Company Subsidiaries and to the books and records thereof and (B) furnish promptly such information concerning the business, properties, books, contracts, commitmentsassets, liabilities, personnel and records as may be necessary to enable other aspects of the Company and the Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, upon reasonable advance notice to confirm the accuracy Company and in such a manner as not to interfere unreasonably with the operation of any business conducted by the representations Company or any Company Subsidiary; provided further, that the Company shall not be required to (or cause any Company Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in the loss of attorney-client privilege. Section 5.6.2 Except as otherwise required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or any Parent Subsidiary is a party, and warranties subject to applicable Law, from the date of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderthis Agreement to the Effective Time, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause each Parent Subsidiary to: (A) provide to the Company and 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, agents and other representatives (collectively, “Company Representatives”), upon reasonable prior notice to Parent, reasonable access during normal business hours to the officers of Parent and affiliates the Parent Subsidiaries and to holdthe books and records thereof and (B) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of Parent and the Parent Subsidiaries as the Company or the Company Representatives may reasonably request; provided, however, that any nonpublic such access shall be conducted at a reasonable time, upon reasonable advance notice to Parent and in such a manner as not to interfere unreasonably with the operation of any business conducted by Parent or any Parent Subsidiary; provided further, that Parent shall not be required to (or cause any Parent Subsidiary to) so afford such access or furnish such information to the extent that doing so would result in confidence. • No investigation the loss of attorney-client privilege. Section 5.6.3 Within 20 Business Days following the date hereof, the Company will deliver to Parent a true and accurate copy of each Contract to which the Company or any Company Subsidiary, or any of their respective assets, properties, businesses or operations is a party to, or bound or affected by, or receives benefits under, and that: (a) prohibits or restricts the Company or any Company Subsidiary from soliciting any person for employment or hire, or (b) fits within the description set forth in the parenthetical in the last six lines of Section 3.12(f) and that were not included in Section 3.12 of the Company Disclosure Schedule. Section 5.6.4 The Company shall provide Parent with the periodic reports set forth on Section 5.6.4 of the Company Disclosure Schedule. Section 5.6.5 With respect to the information disclosed pursuant to this Section 4.01 5.6, the parties shall affect any representations or warranties comply with, and cause their respective representatives to comply with, all of their obligations under the Parties herein or letter agreement, dated as of June 25, 2012, entered into by the conditions to Company and Parent (the obligations of the Parties hereto“Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall(a) From the date hereof until the earlier to occur of the Closing and the termination of this Agreement pursuant to its terms, and consistent with applicable Law, upon reasonable notice, Seller shall cause its afford to the officers, employees, counselaccountants, financial advisors counsel and other representatives to, afford to NeoHydro Technologies Corp. and agents of Buyer and its representatives Affiliates (collectively “Buyer Representatives”) reasonable access (with reasonable prior notice, and during normal regular business hours during the period prior to the Effective Time to its and hours) to the Company’s properties, booksrecords, contractsdatabases, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiessource code, books, contractsContracts, commitments, personnel commitments and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderother information, and, during such period, NeoHydro Technologies Corp. Seller shall make available to Buyer and the Buyer Representatives the appropriate individuals for discussion of the Company’s business, properties and personnel as Buyer or the Buyer Representatives may reasonably request. Notwithstanding the foregoing, in exercising Buyer’s access rights under this Section 6.3, (i) Buyer and the Buyer Representatives shall not be permitted to interfere unreasonably with the conduct of the business of the Company, Seller or any of its Affiliates, (ii) the auditors and accountants of the Company, Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants and (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 6.3(a) shall be subject to applicable rules relating to discovery. (b) Buyer shall keep all non-public information obtained pursuant to Section 6.3(a) confidential in accordance with the terms of the Confidentiality Agreement, dated April 7, 2011, between Seller and Buyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall continue in full force and effect prior to the Closing and after any termination of this Agreement. The Confidentiality Agreement shall be deemed to have been terminated at the Closing Date solely with respect to information relating to the Company and its products and business; provided, however, that Buyer acknowledges that any and all other information provided to it by Seller or its representatives concerning Seller and its Affiliates shall remain subject to the terms and conditions of the Confidentiality Agreement. Anything contained in the Confidentiality Agreement to the contrary notwithstanding, Seller and Buyer hereby agree that each such Party may issue press release(s) or make other public announcements regarding the transactions contemplated in this Agreement only in accordance with Section 6.7. (c) Buyer hereby agrees that it shall, and shall cause its officers, employees and representatives Buyer Representatives to, furnish promptly keep confidential any Confidential Information not related to the Company Company, its products or business that Buyer obtains as a result of the Contemplated Transactions and to promptly deliver to Seller or destroy (upon its request Seller’s request) any such Confidential Information, including all copies, reproductions, and extracts thereof. (id) a copy of each reportSeller hereby agrees that it shall, scheduleand shall cause Seller Representatives to, registration statement and other document filed by it during such period pursuant keep confidential any Confidential Information related to the requirements of federal or state securities laws Company, its assets (tangible and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officersintangible), employees, accountantsfinances, counsel, financial advisors businesses and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretooperations.

Access to Information; Confidentiality. The (a) Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, counselinvestment bankers, financial advisors attorneys, accountants, consultants and other representatives to, afford to NeoHydro Technologies Corp. and its representatives advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of BDO USA LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company’s properties, bookscontact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, contractsdirectors, commitmentsemployees, personnel investment bankers, attorneys, accountants or other advisors or representatives and records andno other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, 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 confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during such periodthe period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, furnish promptly as and to NeoHydro Technologies Corp. the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a complete and correct list of all information concerning licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its businessSubsidiaries (the “FCC Licenses”), properties(ii) complete and correct copies of each FCC License, financial condition, operations (iii) the address and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy physical location of the representations device(s) covered by each FCC License, (iv) a written description of the purpose of the device(s) covered by each FCC License, (v) complete and warranties correct copies of NeoHydro Technologies Corp. set forth herein and compliance any Notices of Apparent Liability for Forfeiture issued by NeoHydro Technologies Corp. the FCC against the Company or any of its obligations hereunder, during Subsidiaries and (vi) all reasonably available information in the period prior possession of the Company or any of its Subsidiaries reasonably necessary for Parent to the Effective Time, NeoHydro Technologies Corp. shall provide make an independent determination that the Company and its representatives Subsidiaries have complied with reasonable access during normal business hours FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to its propertiesapplicable law, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause its officers, employees and representatives each of their respective Subsidiaries to, furnish promptly reasonably cooperate to ensure an orderly transition and integration process in connection with the Company upon its request (i) a copy of each reportMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, scheduleand preserve the value of, 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, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each business of the Company Surviving Corporation and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoSubsidiaries.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company shallwill, and shall will cause its officers, employees, counsel, financial advisors and other representatives each of the Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Representatives reasonable access during normal business hours to its the respective properties, books, contractsrecords (including Tax records), commitmentsContracts, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations commitments and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. the Company Subsidiaries for purposes of completing the Merger. Notwithstanding the foregoing, prior to the Closing, Parent and its Affiliates and Representatives will not conduct any environmental site assessment or conduct any testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any Owned Real Property or Leased Real Property, or any other property of the Company or the Company Subsidiaries. (b) Notwithstanding Section 6.4(a), the Company will not be required to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege or other legal privilege (subject to reasonable cooperation between the Parties with respect to entering into appropriate joint defense, community of interest or similar agreements or arrangements with respect to the preservation of such privileges) or (iii) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it will provide notice to Parent that it is withholding such access or information and will use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. (c) From the date of this Agreement until the earlier of the Closing Date and two years following the termination of this Agreement in accordance with Article IX, Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Affiliates to hold, and will each use its reasonable best efforts to cause its respective Representatives to hold, in confidence and not to disclose or release without the prior written consent of the Company any nonpublic and all Company Confidential Information; provided that Parent may disclose, or may permit disclosure of, Company Confidential Information (i) to its Affiliates or Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to Parent and in confidencerespect of whose failure to comply with such obligations, Parent will be responsible or (ii) if Parent or its Affiliates or Representatives are compelled to disclose, on the advice of legal counsel, any such Company Confidential Information by judicial or administrative process or by other requirements of Law or any securities exchange, market or automated quotation system to which such Person is subject. • Notwithstanding the foregoing, in the event that any demand or request for disclosure of Company Confidential Information is made pursuant to clause (ii) above, Parent will (A) to the extent not prohibited by Law, promptly notify the Company of the existence of such request or demand and the disclosure that is expected to be made in respect thereto, in each case with sufficient specificity so that the Company may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.4(c) and (B) if requested by the Company, assist the Company (at the Company’s expense) in seeking a protective order or other appropriate remedy in respect of such request or demand. If such a protective order or other remedy or the receipt of a waiver by Parent is not obtained and Parent or any of its Affiliates or Representatives is, nonetheless, following consultation with its legal counsel, required by such judicial or administrative process, or Law to disclose any Company Confidential Information, Parent (or such Affiliate or Representative) may, after compliance with the immediately preceding sentence of this Section 6.4(c), disclose only that portion of Company Confidential Information which it has been advised by its legal counsel is required to be disclosed, provided that Parent will and, if applicable, will cause such Affiliate or Representative to, exercise its reasonable best efforts to preserve the confidentiality of such Company Confidential Information, including by obtaining reasonable assurances that confidential treatment will be accorded any Company Confidential Information so disclosed. (d) From the date of this Agreement until the earlier of the Closing Date and two years following the termination of this Agreement in accordance with Article IX, the Company will hold, and will cause its Affiliates to hold, and will each use its reasonable best efforts to cause its respective Representatives to hold, in confidence and not to disclose or release without the prior written consent of Parent any and all Parent Confidential Information; provided that the Company may disclose, or may permit disclosure of, Parent Confidential Information (i) to its Affiliates or Representatives who have a need to know such information and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Company and in respect of whose failure to comply with such obligations, the Company will be responsible or (ii) if the Company or its Affiliates or Representatives are compelled to disclose, on the advice of legal counsel, any such Parent Confidential Information by judicial or administrative process or by other requirements of Law or any securities exchange, market or automated quotation system to which such Person is subject. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Parent Confidential Information is made pursuant to clause (ii) above, the Company will (A) to the extent not prohibited by Law, promptly notify Parent of the existence of such request or demand and the disclosure that is expected to be made in respect thereto, in each case with sufficient specificity so that Parent may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 6.4(d) and (B) if requested by Parent, assist Parent (at Parent’s expense) in seeking a protective order or other appropriate remedy in respect of such request or demand. If such a protective order or other remedy or the receipt of a waiver by the Company is not obtained and the Company or any of its Affiliates or Representatives is, nonetheless, following consultation with its legal counsel, required by such judicial or administrative process, or Law to disclose any Parent Confidential Information, the Company (or such Affiliate or Representative) may, after compliance with the immediately preceding sentence of this Section 6.4(d), disclose only that portion of the Parent Confidential Information which it has been advised by its legal counsel is required to be disclosed, provided that the Company will and, if applicable, will cause such Affiliate or Representative to, exercise its reasonable best efforts to preserve the confidentiality of such Parent Confidential Information, including by obtaining reasonable assurances that confidential treatment will be accorded any Parent Confidential Information so disclosed. (e) No investigation pursuant to this Section 4.01 shall 6.4 will affect any representations the representations, warranties or warranties of the Parties herein or the conditions to the obligations of the Parties heretocontained in this Agreement.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant Subject to the requirements of federal or state securities laws confidentiality agreements entered into with third parties and (ii) subject to all other information concerning its businesslegal limitations (including attorney-client and work product privileges, propertiesconfidentiality, financial conditionantitrust and fair trade limitations), operations Sellers shall (and personnel as such other party may from time shall cause their respective Seller Subsidiaries to) afford to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, to the officers, employees, accountants, counsel, financial advisors and other representatives of the Company, reasonable access during normal business hours prior to the Effective Time to such Sellers' and affiliates such Seller Subsidiaries' respective properties, books, contracts, commitments, personnel and records, and Sellers shall (and shall cause their respective Seller Subsidiaries to) promptly make available to holdthe Company or its representatives all information concerning such Sellers' and such Seller Subsidiaries' respective business, any nonpublic information in confidence. • No properties and personnel as the Company or its representatives may reasonably request; provided, however, that no investigation pursuant to this Section 4.01 7.3 shall affect or be deemed to modify any representations representation or warranties warranty made by Sellers. (b) Following the date of this Agreement and until and including the Closing Date, Sellers will prepare in accordance with GAAP applied consistently with past practice and make available to the Company (i) within forty-five (45) days following the end of any fiscal quarter, a copy of the Parties herein unaudited quarterly balance sheet and related unaudited statements of operations and cash flows for such quarter for each Private ▇▇▇▇▇▇ Partnership that is a Participating ▇▇▇▇▇▇ Partnership at such time and (ii) within fifteen (15) days following the end of each fiscal month, a copy of the unaudited monthly balance sheet and related unaudited statements of operations and cash flows for such month for each Participating ▇▇▇▇▇▇ Partnership and a Preliminary Excess Cash Balance Schedule for each such Participating ▇▇▇▇▇▇ Partnership. Sellers and the Company will use their best efforts to respond to any inquiries any such party may have concerning such quarterly and monthly financial statements and monthly Preliminary Excess Cash Balance Schedules. No such discussion or failure to raise issues shall become final and binding upon any party hereto except pursuant to Section 2.4(b) hereof. (c) The Company shall, and shall cause its subsidiaries and affiliates to, and shall cause each of their officers, employees, accountants, counsel, financial advisors and other representatives to, hold any nonpublic information relating to Sellers or the conditions Seller Subsidiaries or any of their respective businesses or properties in confidence to the obligations extent required by, and in accordance with, the provisions of the Parties heretoletter agreement dated as of March 25, 1999 among Whitehall, MPLP and McREMI (the "Confidentiality Agreement"), regardless of whether such information was disclosed pursuant to this Section 7.3 or any other provision of this Agreement.

Access to Information; Confidentiality. The (a) During the Interim Period, to the extent permitted by applicable Law and contracts, each of the Company and Parent shall, and shall cause its officerseach of the Parent Subsidiaries and the Company Subsidiaries, employeesrespectively, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. the other party and its representatives to the Representatives of such other party reasonable access during normal business hours during the period prior and upon reasonable advance notice to the Effective Time to its and to the Company’s all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and Parent shall, and shall cause its officerseach of the Company Subsidiaries and the Parent Subsidiaries, employees and representatives respectively, to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request other party (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 Laws, and (ii) all other information (financial or otherwise) concerning its business, properties, financial condition, operations properties and personnel as such other party may reasonably request. Subject to the terms of the Company 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 Specified 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 Representatives shall be entitled to conduct intrusive soil testing or similar assessments at any Company Property without the Company’s prior written consent and (y) Parent shall indemnify the Company 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 (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 or fiduciary duty (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 fiduciary duty) or (z) that is subject to any attorney-client 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 attorney-client privilege). (b) The Company shall cooperate and participate, as reasonably requested by Parent from time to time and to the extent consistent with applicable Law, in Parent’s efforts to oversee the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Mergers, including providing such reports on operational matters and participating on such teams and committees as Parent may reasonably request. Except request (including tenant billing and other data files for the purpose of system integration and testing as required by law, each well as compensation and payroll data files for the purpose of payroll system integration and testing with respect to employees of the Company and NeoHydro Technologies Corp. the Company Subsidiaries), and including providing reasonable notice to, and consulting with, Parent in connection with the Company’s review and approval of any budgets or operating plans pursuant to any JV Agreements. (c) Each of the Company and Parent will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors Representatives and other representatives and affiliates Affiliates to hold, any nonpublic information, including any information in confidence. • No investigation exchanged pursuant to this Section 4.01 6.4, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreements. (d) Each of the Company and Parent agree to give prompt written notice to the other upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the Company Subsidiaries or the Parent Subsidiaries, respectively, which (i) could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, (ii) if unremedied by the Effective Time, would cause or constitute a material breach of any of its representations, warranties, or covenants contained herein, and to use its reasonable best efforts to prevent or promptly to remedy the same or (iii) is an action, suit, proceeding, inquiry or investigation pending or, to the knowledge of the Company or Parent, as applicable, threatened which questions or challenges the validity of this Agreement or that could otherwise adversely impact the ability of the parties hereto to consummate the Mergers; provided, however, that no such notification shall affect any the representations or and warranties of any party or relieve any party of any breach of any such representation or warranty or affect the Parties herein or the conditions remedies available to the obligations of the Parties heretoparty receiving notice hereunder.

Access to Information; Confidentiality. (a) The Company Parties shall, and shall cause its officers, employees, counsel, financial advisors and other representatives the Company Subsidiaries to, afford to NeoHydro Technologies Corp. the Representatives of Parent (the “Parent Representatives”) (to the extent permitted under applicable Law, including the HSR Act and its representatives the Law relating to exchange of information) reasonable access access, during normal business hours during the period prior to the Effective Time Time, to all its and to the Company’s assets, properties, books, contractsContracts, commitmentscommitments and records, personnel and records and, during such period, the Company Parties shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly make available to NeoHydro Technologies Corp. Parent all information concerning its businesstheir businesses, propertiesassets, financial conditionliabilities, operations properties and personnel as such other party Parent may from time to time reasonably request. For The Company Parties shall, and shall cause the purposes of determining Company Representatives to, permit the accuracy Parent Representatives to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the representations Company responsible for the Company’s financial statements and warranties the internal controls of NeoHydro Technologies Corp. the Company and the Company Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate. Without limiting the generality of any of the foregoing, the Company shall promptly provide Parent notice of any inaccuracy of any representation or warranty or breach of any covenant or agreement contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the conditions set forth herein in Article 7 not to be satisfied. (b) The Parent Parties shall, and compliance by NeoHydro Technologies Corp. shall cause the Parent Subsidiaries to, afford the Company Representatives (to the extent permitted under applicable Law, including the HSR Act and the Law relating to exchange of its obligations hereunderinformation) reasonable access, during normal business hours during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and to all its representatives with reasonable access during normal business hours to its assets, properties, books, contractsContracts, commitments, personnel commitments and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderrecords, and, during such period, NeoHydro Technologies Corp. the Parent Parties shall, and shall cause its officers, employees and representatives the Parent Subsidiaries to, furnish promptly make available to the Company upon its request (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 businesstheir businesses, propertiesassets, financial conditionliabilities, operations properties and personnel as such other party the Company may from time to time reasonably request. Except . (c) All information and materials provided pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement entered into between the parties on June 27, 2008 (as required amended by lawAddendum #1 thereto, each dated February 4, 2011, the “Confidentiality Agreement”). (d) No investigation by the Parent or any Parent Representative shall affect the representations and warranties of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information Parties set forth in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoAgreement.

Access to Information; Confidentiality. The (a) Between the date of this Agreement and the Closing, the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, use commercially reasonable efforts to afford to NeoHydro Technologies Corp. the Buyer and its representatives professional advisors reasonable access during normal business hours during and upon reasonable prior notice to all of the period prior properties, personnel, contracts and agreements, books and records of the Company and its Subsidiaries and shall promptly deliver or make available to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all Buyer information concerning its the business, properties, financial condition, operations assets and personnel of the Company and the Subsidiaries as such other party the Buyer may from time to time reasonably request. For the purposes of determining the accuracy ; provided, however, that such access or request shall not unreasonably interfere with any of the representations and warranties businesses or operations of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. the Company or any of its obligations hereunderSubsidiaries; provided, during further, that the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide auditors and accountants of the Company and its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has executed a customary agreement related to such access to work papers in form and substance reasonably satisfactory to such auditors or accountants. The Buyer shall hold, and shall cause its professional advisors to hold, all Evaluation Material (as defined in the Confidentiality Agreement, between Triarc Companies, Inc. and the Buyer dated February 14, 2007 (the “Confidentiality Agreement”) or the Confidentiality Agreement, between Triarc Companies, Inc. and Bear, ▇▇▇▇▇▇▇ & Co. Inc., dated February 16, 2007 (the “Bear ▇▇▇▇▇▇▇ Confidentiality Agreement”), as applicable) in confidence in accordance with the terms of the Confidentiality Agreement or the Bear ▇▇▇▇▇▇▇ Confidentiality Agreement, as applicable, and, in the event of the termination of this Agreement for any reason, the Buyer promptly shall return all Evaluation Material in accordance with the terms of the Confidentiality Agreement. (b) The Buyer agrees that neither the Company nor any of its Subsidiaries or any other Person acting on behalf of the Company or any of its Subsidiaries shall have or be subject to any liability, except as specifically set forth in this Agreement, to the Buyer, or any other Person resulting from the distribution to the Buyer, for the Buyer’s use, of any such information, including any information, document or material made available to the Buyer in certain “data rooms,” management presentations or any other form in expectation of the transactions contemplated by this Agreement. (c) Between the date of this Agreement and the Closing Date, without the prior written consent of the Company, the Buyer and Buyer Sub shall not, and shall cause each of their respective employees, counsel, accountants, consultants, financing sources and other authorized representatives not to, contact or communicate with any Client or any Person who, to the Knowledge of the Buyer, is an investor in any CDO or Hedge Fund or provides services to any CDO, in each case, in connection with the transactions contemplated by this Agreement. (d) Between the date of this Agreement and the Closing, the Buyer shall use commercially reasonable efforts to afford the Company and its professional advisors reasonable access during normal business hours and upon reasonable prior notice to its all of the properties, bookspersonnel, contractscontracts and agreements, commitments, personnel books and records as may be necessary to enable the Company to confirm the accuracy of the representations Buyer and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, the Subsidiaries and shall cause its officers, employees and representatives to, furnish promptly deliver or make available to the Company upon its request (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 the business, properties, financial condition, operations assets and personnel of the Buyer and its Subsidiaries as such other party the Company may from time to time reasonably request. Except as required by law; provided, each however, that such access or request shall not unreasonably interfere with any of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations businesses or warranties operations of the Parties herein Buyer or any of its Subsidiaries; provided, further, that the conditions to the obligations auditors and accountants of the Parties heretoBuyer and its Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has executed a customary agreement related to such access to work papers in form and substance reasonably satisfactory to such auditors or accountants.

Access to Information; Confidentiality. The Company shall(a) Prior to the Effective Time, Seller shall exercise its contractual rights under the Merger Agreement so as to use commercially reasonable efforts to require that Knight Ridder will afford to Buyer, MediaNews and their respective Representatives, and following the Effective Time, Seller shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Buyer, Media News and its representatives their respective Representatives reasonable access during normal business hours during hours, throughout the period prior to the Effective Time to its earlier of the Closing and the Termination Date, to the Company’s properties, booksemployees, contracts, commitments, personnel books and records of the Acquired Companies and, during such periodto the extent related to the Other Business, the Company shallSeller Entities, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) a copy of each any report, schedule, registration statement and schedule or other document filed or received by it during such period an Acquired Company or, solely to the extent related to the Other Business, any Seller Entity, pursuant to the requirements of federal applicable Laws. Notwithstanding the foregoing, Seller shall not be required to afford such access if it would unreasonably disrupt the operations of Seller or state securities laws the Other Business, would cause a violation of any agreement to which Seller or an Acquired Company or Buyer or any of its Subsidiaries is a party, would cause a significant risk, in the reasonable judgment of Seller, of a loss of privilege to the disclosing party, or any of its Subsidiaries or would constitute a violation of any applicable Law, nor shall Buyer or any of its Representatives be permitted to perform any invasive onsite environmental procedure with respect to any property of any Seller Entity or any Acquired Company. (b) The parties acknowledge that Seller, Knight Ridder and Buyer have previously executed a Confidentiality Agreement dated April 20, 2006 (ii) all other information concerning its businessthe “Confidentiality Agreement”), properties, financial condition, operations which Confidentiality Agreement will continue in full force and personnel as such other party may from time to time reasonably request. Except as required by law, effect in accordance with their terms and each of the Company Buyer and NeoHydro Technologies Corp. Seller will hold, and will cause its respective directors, officers, employees, agents and advisors (including attorneys, accountants, counselconsultants, bankers and financial advisors and other representatives and affiliates advisors) to hold, any nonpublic information Evaluation Information (as defined in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the Confidentiality Agreements) confidential in accordance with the terms of the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreements.

Access to Information; Confidentiality. The Company (a) Prior to the Closing Date, or, if earlier, the date this Agreement is terminated pursuant to Section 10.1, Buyers may make or cause to be made such review of the Business and of its respective financial and legal condition as Buyers deem reasonably necessary or advisable. Sellers shall, and shall cause its officers, employees, counsel, financial advisors and other representatives the Company Entities to, afford permit Buyers and their authorized agents or representatives, including its independent accountants, to NeoHydro Technologies Corp. and its representatives have reasonable access to the properties, books and records of the Company Entities during normal business hours during the period prior to review information and documentation relative to the Effective Time to its and to the Company’s properties, books, contracts, commitmentscommitments and other records of the Company Entities; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Buyers’ sole cost and expense; provided, further, that none of Buyers, their Affiliates or their respective representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Project or Company Entity without the prior written consent of Sellers (it being understood and agreed that Sellers may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to certain Projects) and without ongoing consultation with Sellers with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted); provided, further, that, for the avoidance of doubt, none of Buyers, their Affiliates or their respective representatives shall have any right to access or review any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Company Entities. All requests for access to the offices, properties, books and records andof the Company Entities shall be made to such representatives of Sellers as Sellers shall designate, during who shall be solely responsible for coordinating all such periodrequests and all access permitted hereunder. It is further agreed that none of Buyers, their Affiliates or their respective representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, parties that have business relationships with the Company Entities, or any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Sellers or their representatives (other than the required filings specified in Section 3.5). Any access to the offices, properties, books and records of the Company Entities shall be subject to the following additional limitations: (i) Buyers, their Affiliates, and their respective representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a representative of Sellers shall have the right to be present when Buyers, their Affiliates or their respective representatives conducts its or their investigations on such property; (ii) none of Buyers, their Affiliates or their respective representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyers, their Affiliates, and their respective representatives, as applicable shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Sellers, the members of the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all Damages resulting from or relating to the activities of Buyers, their Affiliates and their respective representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the contrary, prior to the Closing Date, Sellers shall not be required to provide any access or information to Buyers, their Affiliates or any of their respective representatives which any Sellers reasonably believe they or the Company Entities are prohibited from providing to Buyers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Sellers or the Company Entities are required to keep confidential or prevent access to by reason of any Contract with a third party or which would otherwise expose any Seller or any of its Affiliates to a material risk of Liability. (b) Buyers, their Affiliates and their respective representatives shall hold in confidence all confidential information obtained from Sellers, the Company shallEntities or their respective Affiliates, officers, agents, representatives or employees, whether or not relating to the Business, in accordance with the provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall cause survive any termination of this Agreement in accordance with its terms. After the Closing Date, Sellers, their Affiliates and their respective representatives shall hold in confidence all information provided to Buyers, their Affiliates or their respective officers, employees agents, representatives or employees, relating to the Business (other than the Retained Assets and representatives tothe Retained Liabilities), furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For in accordance with the purposes of determining the accuracy provisions of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior Confidentiality Agreement to the Effective Time, NeoHydro Technologies Corp. 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 same extent that would be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) required if Sellers were a copy of each report, schedule, registration statement and other document filed by it during such period “Receiving Party” pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably requestConfidentiality Agreement. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information Notwithstanding anything contained in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein Agreement or the conditions to Confidentiality Agreement, the obligations of Sellers set forth in the Parties heretoimmediately preceding sentence shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms.

Access to Information; Confidentiality. The Company (1) During the Interim Period, subject to compliance with applicable Law and the terms of any existing Contracts, the IPC Companies shall, and shall cause its officers, directors, employees, counselindependent auditors, financial advisors accounting advisers and other representatives agents to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its Vasogen, Cervus and to the Company’s their officers, employees, agents and representatives such access as Vasogen and/or Cervus may reasonably require at all reasonable times, to their officers, employees, agents, properties, books, contractsrecords and Contracts, commitmentsand shall make available to Vasogen all data and information as Vasogen may reasonably request. Without limiting the foregoing, personnel Vasogen and records andsuch other persons shall, during such periodupon reasonable prior notice, have the Company right, at Vasogen’s sole cost, to conduct appraisal and inspections of the material properties of Vasogen. The IPC Companies and Vasogen acknowledge and agree that information furnished pursuant to this Section 8.6 shall be subject to the terms and conditions of the Confidentiality Agreement. (2) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with applicable Law and the terms of any existing Contracts, Vasogen shall, and shall cause its officers, employees directors, employees, independent auditors, accounting advisers and agents to, afford to the IPC Companies and to its officers, employees, agents and representatives tosuch access as the IPC Companies may reasonably require at all reasonable times, furnish promptly to NeoHydro Technologies Corp. all information concerning its businesstheir officers, propertiesemployees, financial conditionagents, 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel records and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shallContracts, and shall cause its officers, employees and representatives to, furnish promptly make available to the Company upon its request (i) a copy of each report, schedule, registration statement IPC Companies all data and other document filed by it during such period pursuant to information as the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party IPC Companies may from time to time reasonably request. Except as required by law, each Vasogen and the IPC Companies acknowledge and agree that information furnished pursuant to this Section 8.6 shall be subject to the terms and conditions of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No Confidentiality Agreement. (3) Any investigation pursuant to this Section 4.01 8.6 shall affect any representations or warranties be conducted during normal business hours and in such manner as not to interfere unreasonably with the conduct of the Parties herein or the conditions to the obligations business of the Parties heretoIPC Companies or Vasogen, as the case may be. (4) Notwithstanding or any other provision of this Agreement, no Party shall be obligated to provide access to, or to disclose, any information to another Party if it reasonably determines that such access or disclosure would violate applicable Law or jeopardize any solicitor-client privilege claim by such Party; provided that such Party shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without loss of solicitor-client privilege.

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company shallshall afford to Parent, and shall cause its to Parent’s officers, employees, accountants, counsel, financial advisors advisors, financing sources (and their advisors) and other representatives toRepresentatives, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time to all its and to the Company’s its Subsidiaries’ properties, books, contractsContracts, commitments, personnel and records records, and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as ; provided that such access and inspections shall not unreasonably disrupt the operations of the Company or its Subsidiaries; and provided further, that the Company shall not be required by to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in a violation of law, each result in the loss of attorney-client privilege (provided that the Company 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 privilege, including through the use of joint defense agreements) or which are subject to confidentiality obligations owing to third parties. Without limiting the foregoing, between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger (including debt and/or equity financing), including, without limitation, cooperating with the Parent in obtaining appraisals of the assets of the Company and NeoHydro Technologies Corp. will its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Company’s accountants and their work papers, making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Company and its Subsidiaries. In addition, the Company shall deliver estimated and reasonably detailed final monthly financial results and statements to Parent as promptly as practicable following each of their preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any unlawful manner. (b) Except for disclosures expressly permitted by the terms of the Mutual Non-Disclosure Agreement effective as of November 2005 between Parent and the Company (the “Confidentiality Agreement”), (i) Parent shall hold, and will shall cause its Subsidiaries and their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and (ii) the Company shall hold, and shall cause its Subsidiaries and their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Parent, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any nonpublic information in confidence. • termination of this Agreement. (c) No investigation pursuant to this Section 4.01 5.02 or information provided or received by any party hereto pursuant to this Agreement shall affect any representations the representations, warranties, covenants or warranties agreements of the Parties herein parties (or remedies with respect thereto) or the conditions precedent to the obligations of the Parties parties under this Agreement to effect the Closing or otherwise (i.e., no such investigation, information or knowledge of any event, fact, or circumstance shall be deemed to vitiate any rights of any party hereto). (d) The Company shall use its best efforts to file with the SEC when due under law its Reports on Form 10-K and Form 10-Q.

Access to Information; Confidentiality. The Except for competitively sensitive information as to which access, use and treatment is subject to applicable law, the Company shall, and its subsidiaries shall cause its officers, employeesafford to Parent and Merger Sub and their respective accountants, counsel, financial advisors advisors, lenders, potential lenders and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during upon reasonable notice throughout the period prior to the Effective Time to its and to the Company’s their respective properties, books, contracts, commitments, personnel commitments and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all such information concerning its businessbusinesses, properties, financial condition, operations properties and personnel as Parent or Merger Sub shall reasonably request; provided, however, such other investigation shall not unreasonably disrupt the Company's operations and shall not be deemed to permit Parent or Merger Sub to conduct any on site environmental investigations or examinations. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement dated August 17, 2001 between Parent and the Company (the "CONFIDENTIALITY AGREEMENT"), the terms of which shall continue in force until the Effective Time; provided that Parent, Merger Sub and the Company may disclose such information as may be necessary in connection with seeking the Parent Required Statutory Approvals, the Company Required Statutory Approvals and the Company Stockholder Approval. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any subsidiary is required to keep confidential by reason of contract, agreement or understanding with third parties if the Company has used commercially reasonable efforts to obtain the consent of such third party may to such inspection or disclosure. Except to the extent prohibited by applicable law, the Company will consult with Parent from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide Time regarding engineering and technical aspects relating to the Company design 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. construction of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 Astoria Repowering Project and other document filed by it during such period pursuant to the requirements of federal or state securities laws material construction and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretodevelopment projects.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date of this Agreement to the Effective Time and subject to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodapplicable Law, the Company shall, and shall cause its officers, employees each Company Subsidiary and representatives each of their respective Company Representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request : (i) a copy of each reportprovide to Parent and Merger Sub and their respective officers, 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, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, agents and other representatives (collectively, the “Parent Representatives”) access at reasonable times upon prior reasonable notice to the officers, employees, agents, properties, offices and affiliates other facilities of such party and its Subsidiaries and to holdthe books and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such Party and its Subsidiaries as Parent or the Parent Representatives may reasonably request; provided that the Company shall not be required to provide any information relating to the negotiation or prosecution of this Agreement. None of the Company, any nonpublic Company Subsidiary or any Company Representative shall be required to provide access to or disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement; provided, however, that the Company shall inform Parent of the general nature of the information being withheld and the Parties shall make appropriate substitute disclosure arrangements under circumstances in confidence. • No investigation which the restrictions of this sentence apply. (b) With respect to the information disclosed pursuant to Section 5.3(a) or otherwise under this Section 4.01 Agreement, Parent and Merger Sub shall affect any representations or warranties comply with, and shall cause the Parent Representatives to comply with, all of their obligations under the Confidentiality Agreement, dated January 20, 2015, by and between the Company and Parent (the “Confidentiality Agreement”), which shall remain in full force and effect and is an integral part of the Parties herein or transactions contemplated by this Agreement. (c) The Company shall provide Parent with a draft of its proposed Annual Report on Form 10-K for the conditions fiscal year ended December 31, 2014, as soon as reasonably practicable after the date of this Agreement, and as reasonably far in advance of (and in any event at least five Business Days prior to) the filing thereof with the SEC. The Company shall give Parent a reasonable opportunity to review any material changes thereto before it is filed with the SEC and the Company shall give due consideration to the obligations of the Parties heretoreasonable comments provided by Parent.

Access to Information; Confidentiality. The (a) Except as prohibited by applicable Law, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shallwill, and shall will cause its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, afford use commercially reasonable efforts, upon reasonable advance notice, and subject to NeoHydro Technologies Corp. applicable governmental restrictions and its representatives recommendations, to (i) give Parent and Merger Sub and their respective Representatives reasonable access during normal business hours during (under the period prior supervision of appropriate Company personnel and in a manner that does not unreasonably interfere with normal business operations of the Company) to relevant employees, Representatives, assets and facilities and to relevant books, contracts and records of the Company and its Subsidiaries, (ii) permit Parent and Merger Sub to make such non-invasive inspections as they may reasonably request, (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel of the Company as such other party Parent or Merger Sub may from time to time reasonably request. For the purposes of determining the accuracy of the representations , and warranties of NeoHydro Technologies Corp. set forth herein and compliance (iv) facilitate site visits by NeoHydro Technologies Corp. Parent or any of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 Representatives at any facility of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other third-party may from time to time reasonably request. Except as required by law, each contract manufacturer of the Company or any of its Subsidiaries; provided, that any such access will be afforded and NeoHydro Technologies Corp. any such information will holdbe furnished at Parent’s expense; provided, further, that the purpose of any such access, in the case of clause (i), or any such request, in the case of clauses (ii), (iii) or (iv), will be limited to reasonable business purposes, including the planning of any restructuring, the post-Closing operations or the integration of the Company, its Subsidiaries, and will cause its their respective directorsbusinesses, officerson the one hand, employeeswith Parent, accountantsParent’s Subsidiaries, counseland their respective businesses, financial advisors and on the other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation hand. (b) Information obtained by Parent or Merger Sub pursuant to this Section 4.01 shall affect any representations or warranties 5.2(a) will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Parties herein or Confidentiality Agreement, with such Confidentiality Agreement hereby amended to limit the conditions permitted use of any information supplied pursuant to Section 5.2(a) to the obligations of the Parties heretopurpose specified herein.

Access to Information; Confidentiality. The Company (a) From the date hereof until the earlier of the Effective Date and the termination of this Agreement, PCS shall, and shall cause its Subsidiaries and Representatives to, subject to all applicable Laws and any confidentiality obligations owed by PCS to a third party or in respect to customer specific or competitively sensitive information and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, afford to Agrium and the Representatives of Agrium reasonable access at all reasonable times to their officers, employees, counselagents, financial advisors properties, books, records and contracts, and shall furnish Agrium with all data and information as Agrium may reasonably request, subject to any confidentiality obligations owed by PCS to a third party or in respect to customer specific or competitively sensitive information, the conditions contained in the Confidentiality Agreement and any other representatives tosubsequent written agreement that addresses confidentiality between the Parties, afford in order to NeoHydro Technologies Corp. permit Agrium to be in a position to expeditiously and its representatives reasonable access during normal business hours during efficiently integrate the period businesses and operations of Agrium and PCS immediately upon but not prior to the Effective Time to its Date. (b) From the date hereof until the earlier of the Effective Date and to the Company’s propertiestermination of this Agreement, books, contracts, commitments, personnel and records and, during such period, the Company Agrium shall, and shall cause its Subsidiaries and Representatives to, subject to all applicable Laws and any confidentiality obligations owed by Agrium to a third party or in respect to customer specific or competitively sensitive information and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, afford to PCS and to the Representatives of PCS reasonable access at all reasonable times to their officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessagents, properties, financial conditionbooks, operations records and personnel contracts, and shall furnish PCS with all data and information as such other party PCS may from time to time reasonably request. For , subject to any confidentiality obligations owed by Agrium to a third party or in respect to customer specific or competitively sensitive information, the purposes conditions contained in the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, in order to permit PCS to be in a position to expeditiously and efficiently integrate the businesses and operations of determining the accuracy of the representations Agrium and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period PCS immediately upon but not prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoDate.

Access to Information; Confidentiality. The Company shallagrees to (i) permit Park Sterling and Park Sterling’s Representatives to visit and inspect or investigate the properties of the Company and the Company’s Subsidiaries to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the Representatives, vendors and any others having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall cause its officerssuch Subsidiaries, employeesRepresentatives and vendors to cooperate with such discussions), counsel, financial advisors all upon reasonable notice and other representatives to, afford at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or investigation pursuant to NeoHydro Technologies Corp. and its representatives reasonable access this Section 6.2 shall be conducted during normal business hours during and in such manner as not to interfere unreasonably with the period prior to conduct of the Effective Time to its business of the Company, the Bank and to the Company’s propertiesSubsidiaries, books, contracts, commitments, personnel and records and, during such period, nothing herein shall require any Representative of the Company shallto disclose any information to the extent (A) prohibited by applicable Law or (B) that such disclosure would cause a loss of privilege to the Company or any Subsidiary (provided, and that the Company shall cause its officers, employees and representatives to, furnish promptly make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to NeoHydro Technologies Corp. 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 rely on the representations and warranties of NeoHydro Technologies Corp. set forth herein the Company. The Company agrees to distribute any notices requested by Park Sterling, including any and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior all notices to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company or its Subsidiaries in a form approved by Park Sterling and NeoHydro Technologies Corp. will holdreasonably acceptable to the Company. In addition any communications by the Company or its Subsidiaries with its employees shall be subject to prior review and comment by Park Sterling and none of the Company or any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the Company, Park Sterling or any of their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and the transactions contemplated hereby shall be subject to, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic the receiving Party shall in each case hold all such information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties confidence in accordance with, the provisions of the Parties herein or the conditions to the obligations confidentiality agreement, dated as of January 13, 2014, between Park Sterling and Sandler ▇’▇▇▇▇▇ & Partners, L.P. on behalf of the Parties heretoCompany, with each such receiving Party subject to such restrictions as the recipient (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) The Company shallagrees that, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodClosing Date, the Company shallPurchaser shall be entitled, at its expense and shall cause through its officers, employees and representatives to(including, furnish promptly without limitation, its legal advisors and accountants), to NeoHydro Technologies Corp. all information concerning its make such investigation of the properties, businesses and operations of the Company, the Purchased Companies and their Subsidiaries and such examination of the books, records and financial condition of the Company, the purchased Companies and their Subsidiaries as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, and the Company shall cooperate, and shall cause the Company, the Purchased Companies and their Subsidiaries to cooperate, fully therein. No investigation by the Purchaser prior to or after the date of this Agreement shall diminish or obviate any of the representations, warranties, covenants or agreements of the Company contained in this Agreement. In order that the Purchaser may have full opportunity to make such physical, business, propertiesaccounting and legal review, financial condition, operations and personnel examination or investigation as such other party it may from time to time reasonably request. For the purposes of determining the accuracy request of the representations affairs of the Company, the Purchased Companies and warranties their Subsidiaries, the Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of NeoHydro Technologies Corp. set forth herein the Company, the Purchased Companies and compliance by NeoHydro Technologies Corp. their Subsidiaries to cooperate fully with such representatives in connection with such review and examination. (b) From and after the Closing until the date the Company is fully and finally liquidated and dissolved (i) the Company may retain copies of its obligations hereunder, during the such financial information and similar records relating to any period prior to the Effective Time, NeoHydro Technologies Corp. Closing as will be required for the Company and its representatives to prepare and file the Company Tax Returns and effectuate the Company's liquidation and dissolution (the "Retained Records") and (ii) the Purchaser shall provide the Company and its representatives with access (upon reasonable access notice and at reasonable times during normal business hours and in such a manner as to its properties, books, contracts, commitments, personnel not interfere with the Purchaser's normal business operations) to such financial information and records as similar records. Except for such Retained Records that the Company may be necessary required pursuant to enable applicable Law to retain for a period of time subsequent to the Company's dissolution and liquidation, on or prior to the date the Company to confirm is fully and finally liquidated and dissolved, the accuracy Company shall return all copies of the representations Retained Records to the Purchaser; provided, that any Retained Records so retained by the Company shall be returned to the Purchaser when no longer required under applicable Law to be retained by the Company. (c) Except for disclosures expressly permitted by the terms of the Bilateral Confidentiality Agreement dated as of June 21, 2004, between Purchaser and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderthe Company (as it may be amended from time to time, andthe "Confidentiality Agreement"), during such period, NeoHydro Technologies Corp. shallPurchaser shall hold, 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, any nonpublic all information received from the Company, directly or indirectly, in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of confidence in accordance with the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The During the Pre-Closing Period the Company shall, shall (i) afford Parent and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives Parent’s Representatives reasonable access during normal business hours during (under the period prior supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) to the Effective Time to all of its and to the Company’s Company Subsidiaries’ properties, booksbooks and records, contractsContracts, commitmentspersonnel, personnel advisors and records and, during such period, the Company shallfacilities, and shall cause its officers(ii) furnish, employees and representatives toas promptly as reasonably practicable, furnish promptly to NeoHydro Technologies Corp. Parent all information concerning its and the Company Subsidiaries’ business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. For Notwithstanding the purposes immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (a) such information is subject to the terms of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period a confidentiality agreement with a third party entered into prior to the Effective Timedate of this Agreement, NeoHydro Technologies Corp. shall provide (b) such information relates to the applicable portions of the minutes of the meetings of 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 Board (including any presentations or other materials prepared by or for the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to Board) where the Company upon its request Board discussed (i) the Transactions or any similar transaction involving the sale of the Company, or a copy material portion of each reportits assets, scheduleto, registration statement and or combination of the Company with, any other document filed by it during such period pursuant to the requirements of federal or state securities laws and Person, (ii) all other information concerning its businessany Company Takeover Proposal or (iii) any Intervening Event, properties(c) the Company in good faith determines, financial conditionlight of any COVID-19 Responses, operations and personnel as that such other party may from time access would reasonably be expected to time reasonably request. Except as required by law, each jeopardize the health or safety of any employee of the Company or the Company Subsidiaries or any of the Company’s Representatives or (d) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company or violate applicable Law; provided that, in the case of clauses (a) and NeoHydro Technologies Corp. (d), the Company will hold, and will cause use its respective directors, officers, employees, accountants, counsel, financial advisors and reasonable best efforts to obtain any required consents for the disclosure of such information and/or otherwise take such other representatives and affiliates reasonable action (including entering into a joint defense agreement or similar arrangement) with respect to hold, any nonpublic such information in confidenceas is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law or confidentiality agreement. • No investigation All information exchanged pursuant to this Section 4.01 6.01 shall affect any representations or warranties of the Parties herein or the conditions be subject to the obligations of confidentiality letter agreement dated December 12, 2021 between the Parties heretoCompany and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall(a) Between the date of this Agreement and the Closing Date, and the Sellers shall cause the Company and its officers, employees, counselSubsidiaries to afford the Buyer and its authorized representatives (including its accountants, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives legal counsel) reasonable access during normal business hours during to all of the period prior properties, personnel, Contracts, books and records of the Company and its Subsidiaries and shall promptly deliver or make available to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. all Buyer information concerning its the business, properties, financial condition, operations assets and personnel of the Company and its Subsidiaries as such other party the Buyer may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. ; (b) The Buyer 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shallhold, and shall cause its officersauthorized representatives (including its accountants, employees financial advisors and legal counsel) to hold, all material subject to the Confidentiality Agreement dated February 12, 1998, between MI and the Buyer (the "Confidentiality Agreement") in ------------------------- confidence in accordance with the terms of the Confidentiality Agreement and, in the event of the termination of this Agreement for any reason, the Buyer promptly shall return or destroy all such material in accordance with the terms of the Confidentiality Agreement; (c) After the Closing, the Sellers and their respective Affiliates will and will cause their respective representatives to, furnish promptly to treat any data and information related to the Company upon and/or its request Subsidiaries and the Business confidentially and with commercially reasonable care and discretion, and will not disclose any such information to third parties; provided, however, that the -------- ------- foregoing shall not apply to (i) information in the public domain or that becomes public through disclosure by a copy party other than Sellers or any of each reporttheir respective Affiliates or any of their respective representatives, schedule, registration statement and so long as such other document filed by it during such period pursuant party is not in breach of a confidentiality obligation to the requirements of federal or state securities laws Buyer and (ii) all information that may be required to be disclosed by Applicable Law. (d) In the event that either a Seller or the Buyer, as the case may be, is required, by subpoena or other legal process, in any action or proceeding to disclose any such confidential information concerning its businessor material referred to in this Section, properties, financial condition, operations and personnel as such party will give the other party prompt notice of such request so that such other party may from time to time reasonably request. Except as required by law, each seek an appropriate protective order or other confidential treatment of such information and will cooperate with such other party in obtaining such treatment; and (e) Each of the Company parties acknowledges and NeoHydro Technologies Corp. will holdagrees that in the event of any breach of Section 6.2, and will cause its respective directorsmoney damages would not be an adequate remedy to the Buyer, officerson the one hand, employeesor the Sellers, accountantson the other, counselfor such breach and, financial advisors and other representatives and affiliates even if money damages were adequate, it would be impossible to holdascertain or measure with any degree of accuracy the damages sustained by the Buyer, on the one hand, or the Sellers, on the other, therefrom. Accordingly, if there should be a breach or threatened breach by any nonpublic information Person of any provision of Section 6.2, the Buyer, on the one hand, or the Sellers, on the other, shall be entitled, without showing or providing actual damage sustained by the Buyer, on the one hand, or the Sellers on the other, to an injunction restraining such Person from any breach. Nothing in confidence. • No investigation pursuant to this Section 4.01 6.2(d) shall limit or otherwise affect any representations or warranties of the Parties herein remedies that the Buyer, the Company or the conditions to the obligations of the Parties heretoSellers may otherwise have under Applicable Law.

Access to Information; Confidentiality. The (a) Subject to applicable Law and confidentiality agreements, from the date hereof until the Effective Time, the Company shall, and shall (i) cause its officers, employees, counsel, financial advisors Subsidiaries and other the officers and representatives of the Company and its Subsidiaries and (ii) use reasonable efforts to cause the officers and employees of the Advisor to, afford to NeoHydro Technologies Corp. the officers, employees and its representatives agents of Parent and Purchaser reasonable access during normal business hours during (and in such a way as to not unduly interfere with the period prior operation of the businesses of the Company or its Subsidiaries) to the Effective Time to its and to the Company’s personnel, properties, booksoffices, contractsplants and other facilities, commitments, personnel books and records and, during such period, of the Company shalland its Subsidiaries, and shall furnish Parent and Purchaser with such financial, operating and other data and information as Parent or Purchaser may reasonably request. (b) Subject to applicable Law and confidentiality agreements, from the date hereof until the Effective Time, Parent shall (i) cause its Purchaser, Parent’s Subsidiaries and the officers and representatives of Parent, Purchaser and Parent’s Subsidiaries to afford the officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 agents of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours (and in such a way as to its not unduly interfere with the operation of the businesses of Parent, Purchaser or Parent’s Subsidiaries) to the personnel, properties, booksoffices, contractsplants and other facilities, commitments, personnel books and records as may be necessary to enable the Company to confirm the accuracy of the representations Parent, Purchaser and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shallParent’s Subsidiaries, and shall cause its furnish the Company with such financial, operating and other data and information as the Company may reasonably request; provided that in no event shall Parent be obligated to afford to the Company or such officers, employees and representatives toagents greater access to such personnel, furnish promptly properties, offices, plants and other facilities, books and records than was afforded to the Company upon its request (i) a copy of each reportand such officers, schedule, registration statement employees and other document filed by it during such period pursuant agents prior to the requirements of federal date hereof. (c) All information obtained by Parent, Purchaser or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 6.03 shall affect any representations or warranties of be kept confidential in accordance with the Parties herein or confidentiality agreement, dated March 10, 2006, as amended on April 14, 2006 (the conditions to “Confidentiality Agreement”), among Parent, the obligations of Company and the Parties heretoAdvisor.

Access to Information; Confidentiality. (a) The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, counselinvestment bankers, financial advisors attorneys, accountants, consultants and other representatives to, afford to NeoHydro Technologies Corp. and its representatives advisors reasonable access upon reasonable advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to its and to the Company’s all their respective properties, assets, books, contractsrecords, commitmentsContracts, personnel Permits, documents, information, directors, officers and records andemployees but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries or violate applicable Law, and during such period, period the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. all Parent any information concerning its business, properties, financial condition, operations and personnel business as such other party Parent may from time to time reasonably request. For request (including the purposes of determining the accuracy work papers of the representations Company’s current and warranties prior auditors). Following the date of NeoHydro Technologies Corp. set forth herein this Agreement and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. Parent may (but shall provide not be required to), to the extent permitted by applicable Law, following reasonable notice to the Company, contact and interview any Company Personnel and review the personnel records and such other information concerning the Company and its representatives with reasonable access during normal business hours to its properties, books, contracts, commitments, personnel and records Personnel as Parent may be necessary to enable the Company to confirm the accuracy reasonably request. No investigation by Parent or any of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountantsinvestment bankers, counselattorneys, financial accountants or other advisors and other or representatives and affiliates to holdno other receipt of information by Parent or any of its officers, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representations representation, warranty, covenant, agreement or warranties other provision of this Agreement, or the obligations of the Parties herein (or remedies with respect thereto) or the conditions to the obligations of the Parties heretounder this Agreement. Except as required by any applicable Law or Judgment, 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 confidential in accordance with the Confidentiality Agreement. (b) Subject to applicable law, the Company and Parent shall, and shall cause each of their respective Subsidiaries to, cooperate to ensure an orderly transition and integration process in connection with the Merger and the other transactions contemplated by this Agreement in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries.

Access to Information; Confidentiality. The (a) Solely for the purposes of furthering the Mergers or for integration planning related thereto, and subject to contractual and legal restrictions applicable to the Company or any of its Subsidiaries, the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives to the Representatives of Parent, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to its and to all of the Company’s properties, books, contracts, commitments, personnel and records andrecords; provided, during however, that such periodaccess does not unreasonably disrupt the normal operations of the Acquired Companies. This Section 5.5(a) shall not require any Acquired Company or allow Parent to perform invasive testing or evaluation (including any Phase II environmental testing) or permit any access, or to disclose any information, that in the reasonable judgment of the Company would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of such Acquired Company’s obligations with respect to confidentiality if such Acquired Company 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 or other legal privilege with respect to such information or (iii) the disclosure of competitively sensitive information in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive (including any Government Contract or Government Bid). If any material is withheld by such Acquired Company pursuant to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 5.5(a) shall be subject to the Mutual Confidentiality and Non-Disclosure Agreement, dated December 14, 2020, between the Company and Parent (the “Confidentiality Agreement”). (b) Solely for the purposes of furthering the Mergers or for integration planning related thereto, and subject to contractual and legal restrictions applicable to Parent or any of its Subsidiaries, Parent shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly afford to NeoHydro Technologies Corp. all information concerning the Company and its businessRepresentatives, 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, reasonable access during normal business hours during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide Time or the Company and its representatives with reasonable access during normal business hours termination of this Agreement to its all of Parent’s properties, books, contracts, commitments, personnel and records as may be necessary to enable records; provided, however, that such access does not unreasonably disrupt the normal operations of the Parent or its Subsidiaries. This Section 5.5(b) shall not require Parent or allow any Acquired Company to confirm perform invasive testing or evaluation (including any Phase II environmental testing) or permit any access, or to disclose any information, that in the accuracy reasonable judgment of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly Parent would reasonably be expected to the Company upon its request result in (i) the disclosure of any trade secrets of third parties or a copy violation of each reportany of Parent’s obligations with respect to confidentiality if Parent shall have used its reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, schedule, registration statement and (ii) the loss of attorney-client or other document filed legal privilege with respect to such information or (iii) the disclosure of competitively sensitive information in the case of documents or portions of documents relating to pricing or other matters that are highly sensitive (including any Government Contract or Government Bid). If any material is withheld by it during such period Parent pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its businesspreceding sentence, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of Parent shall inform the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates as to hold, any nonpublic the general nature of what is being withheld. All information in confidence. • No investigation exchanged pursuant to this Section 4.01 5.5(b) shall affect any representations or warranties of the Parties herein or the conditions be subject to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. (a) The Company parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated by reference; provided, that the parties thereto shall, in addition to the uses permitted in the Confidentiality Agreement, be permitted to use Confidential Information (as defined therein) in connection with preparation for and effecting the consummation of the Transactions, performing their respective obligations hereunder or thereunder, and enforcing their respective rights hereunder or thereunder; provided, further, that Article 16 of the Confidentiality Agreement shall not be deemed to prohibit any actions taken in connection with preparation for consummation of the Transactions (so long as applicable hiring is only effective upon the Closing). Without limitation of the foregoing, and notwithstanding anything to the contrary in this Agreement, in the event the Confidentiality Agreement conflicts with any other covenant or agreement contained in any Transaction Document, then such covenant or agreement contained herein or therein shall govern and control. (b) Subject to applicable Law, from the date of this Agreement until the Closing or earlier termination of this Agreement, the Company and SPAC shall (and shall cause its officers, employees, counsel, financial advisors and other representatives their respective subsidiaries to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant provide to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law(and the other party’s officers, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors agents and other representatives representatives, collectively, “Representatives”) reasonable access at reasonable times during normal business hours upon reasonable prior notice to the officers, properties, offices and affiliates other facilities of such party and its subsidiaries and to holdthe books and records thereof (in each case, in a manner not to interfere with the normal business operations of the providing party) for the purpose of preparing for consummation of the Transactions; and (ii) use commercially reasonable efforts to furnish reasonably promptly to the other party such information concerning the business, properties, contracts, assets, liabilities and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request for the purpose of preparing for consummation of the Transactions. Notwithstanding the foregoing, neither the Company nor SPAC shall be required to provide access to or disclose information (x) where the access or disclosure would (1) jeopardize the protection of attorney-client privilege or attorney work product doctrine, (2) violate a contract or obligation (including confidentiality obligations) to which such person is party or bound, (3) contravene applicable Law (it being agreed that in the cases of clauses (1)-(3) that the parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), or (4) involve invasive environmental sampling, testing, or drilling or (y) if any nonpublic Sunergy Party, on the one hand, and SPAC, OpCo or Sponsor, on the other hand, are adverse parties in a litigation or other Action and such information in confidencerelates or is pertinent to such litigation or Action. • No investigation All information furnished pursuant to this Section 4.01 7.04(b) shall affect be subject to the Confidentiality Agreement. (c) Notwithstanding anything in this Agreement to the contrary, each party (and its respective Representatives) may consult any representations or warranties Tax advisor as is reasonably necessary regarding the Tax treatment and Tax structure of the Parties herein or Transactions and may disclose to such advisor if reasonably necessary, the conditions to the obligations Intended Tax Treatment and Tax structure of the Parties heretoTransactions and all materials (including any Tax analysis) that are provided relating to such treatment or structure, in each case in accordance with applicable Law.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officersSubsidiaries, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. (i) provide to Parent and its representatives reasonable Representatives access during normal business hours during throughout the period prior to the Effective Time to its and Closing upon reasonable prior notice to the Company’s officers, employees, agents, properties, books, contracts, commitments, personnel books and records andof the Company and its Subsidiaries, during and (ii) furnish promptly such periodinformation concerning the Company and its Subsidiaries as Parent or any of its Representatives may reasonably request. Notwithstanding the foregoing, the Company shall not be required to provide such access if it determines that it would unreasonably disrupt or impair the business or operations of the Company or any of its Subsidiaries. Nothing in this Agreement shall require the Company or any of its Subsidiaries to disclose information to the extent such information would result in a waiver of attorney-client privilege, work product doctrine or similar privilege or violate any confidentiality obligation of such party existing as of the date of this Agreement. Nothing in this Agreement shall require the Company or any of its Subsidiaries to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company or any of its Subsidiaries, would result in (i) the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company or any of its Subsidiaries shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure or (ii) any violation of Laws relating to the sharing of information between competitors, it being understood that the Company and its Subsidiaries shall provide extracts, summaries, aggregations or other information to the greatest extent practicable in a manner that does not result in any such violation or improper disclosure. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated as of August 18, 2010 (the “Confidentiality Agreement”), between Parent and the Company with respect to the information disclosed under this Section 5.3. (c) Nothing contained in this Agreement shall give Parent directly or indirectly, rights to control or direct the operations of the Company and its Subsidiaries before the Effective Time. Before the Effective Time, the Company shall, consistent with the terms and shall cause its officersconditions of this Agreement, employees exercise complete control and representatives to, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, supervision over the 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoSubsidiaries.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company shall, shall afford to Parent and shall cause its Parent’s officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives to(collectively, afford to NeoHydro Technologies Corp. and its representatives “Representatives”) reasonable access during normal business hours during hours, throughout the period prior to the earlier of the Effective Time to its and or the Termination Date, to the Company’s and its Subsidiaries’ properties, books, contractsContracts, commitments, personnel books and records and, during such period, and the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, (i) furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request (i) Parent a copy of each any report, schedule, registration statement and schedule or other document filed or received by it during such period pursuant to the requirements of federal or state securities laws Laws and (ii) all use reasonable best efforts to cause its Representatives to furnish promptly to Parent such additional financial and operating data and other information concerning as to its business, properties, financial condition, operations and personnel its Subsidiaries’ respective businesses and properties as such other party Parent or its Representatives may from time to time reasonably request. Except as request (including furnishing the Company’s financial results to Parent in advance of filing any Company SEC Documents containing such financial results), except that nothing herein shall require the Company or any of its Subsidiaries to disclose information to Parent to the extent that (A) the Company determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which the Company is a party (provided that the Company shall use its reasonable best efforts to obtain the required by law, each consent of the necessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of attorney-client privilege to the Company (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of any attorney-client privilege), (C) relates to the negotiation and NeoHydro Technologies Corp. will holdexecution of this Agreement or, and will cause subject to Section 5.5, to any Company Alternative Transaction Proposal, (D) the Company determines, in its respective directorsreasonable judgment, officerswould be reasonably likely to expose the Company to risk of liability for disclosure of sensitive or personal information, employeesor (E) the Company determines, accountantsin its reasonable judgment, counsel, financial advisors and other representatives and affiliates would be reasonably likely to hold, any nonpublic constitute a violation of applicable Laws. All requests for information in confidence. • No investigation pursuant to this Section 4.01 5.3(a) shall affect be directed to an executive officer or other Person designated by the Company. Notwithstanding anything to the contrary herein, Parent shall not conduct any representations activities pursuant to this Section 5.3(a) in such a manner as to interfere unreasonably with the business or warranties operations of the Parties herein Company. (b) Upon reasonable notice, Parent shall afford the Company and its Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the conditions Termination Date, to Parent’s and its Subsidiaries’ properties, Contracts, commitments, books and records and Parent shall, and shall cause each of its Subsidiaries to, (i) furnish promptly to the obligations Company a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to the Company such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the Company or its Representatives may from time to time reasonably request (including furnishing Parent’s financial results to the Company in advance of filing any Parent SEC Documents containing such financial results), except that nothing herein shall require Parent or any of its Subsidiaries to disclose information to the Company to the extent that (A) Parent determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which Parent is a party (provided that Parent shall use its reasonable best efforts to obtain the required consent of the Parties heretonecessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of any attorney-client privilege to Parent (provided that Parent shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), (C) relates to the negotiation and execution of this Agreement or, subject to Section 5.5, to any Parent Alternative Transaction Proposal, (D) Parent determines, in its reasonable judgment, would be reasonably likely to expose Parent to risk of liability for disclosure of sensitive or personal information, or (E) Parent determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(b) shall be directed to an executive officer or other Person designated by Parent. Notwithstanding anything to the contrary herein, the Company shall not conduct any activities pursuant to this Section 5.3(b) in such a manner as to interfere unreasonably with the business or operations of the Company. (c) The parties agree that each of them will treat any information received pursuant to this Section 5.3 in accordance with the Confidentiality Agreement between the Company and Parent, dated as of October 3, 2016 (as amended, the “Confidentiality Agreement”). No representation as to the accuracy of any information provided pursuant to this Section 5.3 is made, and the parties may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties in Article III and Article IV. No information obtained pursuant to this Section 5.3 shall be deemed to modify any representation or warranty in Article III or Article IV. (d) Subject to the terms of Section 5.3(a) in all respects, the Company shall cooperate and participate, as reasonably requested by Parent from time to time, in Parent’s efforts to plan the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Combination subject to applicable Law, including providing such reports on operational matters and participating on such integration planning teams and committees as Parent may reasonably request and taking the actions set forth on Section 5.3(a) of the Parent Disclosure Letter.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date hereof to the Effective Time to its and to or the Company’s propertiesearlier termination of this Agreement, books, contracts, commitments, personnel and records and, during such periodupon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford the officers, employees, auditors and other authorized representatives of Parent reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records, and shall furnish Parent with all financial, operating and other data and information as Parent, through its officers, employees and representatives toor authorized representatives, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably requestrequest in writing. For Notwithstanding the purposes of determining foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the accuracy business or operations of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. Company or its subsidiaries. Neither the Company nor any of its obligations hereundersubsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its clients, during jeopardize the period attorney-client privilege of the Company or its subsidiaries or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the Effective Timedate of this Agreement; provided that the Company shall use its reasonable best efforts to obtain contractual waivers and consents and implement requisite procedures to enable the provision of access and disclosure without such violations, NeoHydro Technologies Corp. shall provide prejudices or contraventions. The parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of Parent and Merger Sub will hold and treat and will cause its officers, employees, auditors and other authorized representatives to hold and treat in confidence all documents and information concerning the Company and its representatives subsidiaries furnished to Parent or Merger Sub in connection with reasonable access during normal business hours to its propertiesthe transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, booksdated May 7, contracts2004, commitments, personnel and records as may be necessary to enable between the Company to confirm and Parent (the accuracy of the representations "Company Confidentiality Agreement"), which Company Confidentiality Agreement shall remain in full force and warranties of NeoHydro Technologies Corp. set forth herein effect in accordance with its terms. (c) The Company will hold and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, treat and shall will cause its officers, employees employees, auditors and other authorized representatives to, furnish promptly to hold and treat in confidence all documents and information concerning Parent and its subsidiaries furnished to the Company upon its request (i) a copy of each reportin connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, scheduledated August 31, 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 business2004, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of between the Company and NeoHydro Technologies Corp. will holdParent (the "Parent Confidentiality Agreement", and will cause together with the Company Confidentiality Agreement, the "Confidentiality Agreements"), which Parent Confidentiality Agreement shall remain in full force and effect in accordance with its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoterms.

Access to Information; Confidentiality. The (a) Upon reasonable notice and subject to Applicable Laws relating to the exchange of information, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, counselaccountants, financial advisors counsel and other representatives toof the Acquirer Parties access, afford to NeoHydro Technologies Corp. for the purpose of preparing for the integration of the operations of the Company and its representatives reasonable access Parent and the Merger and other matters contemplated by this Agreement, including the Financing, during normal business hours during the period prior to the Effective Time Time, to all its and to the Company’s properties, books, contracts, commitmentscommitments and records, personnel and records to its officers, employees, accountants, counsel and other representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior make available to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Acquirer 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 the federal securities Laws or federal or state securities laws banking, mortgage lending, real estate or consumer finance or protection Laws (other than reports or documents which the Company is not permitted to disclose under Applicable Law or that are publicly filed) and (ii) all other information concerning its business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as required by law, each request for the purpose of preparing for the integration of the operations of the Company and NeoHydro Technologies Corp. will hold, Parent and will cause its respective directors, officers, employees, accountants, counsel, financial advisors the Merger and other representatives matters contemplated by this Agreement. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize any attorney-client privilege, violate any contract or agreement or contravene any Law; and affiliates in any such event, the parties hereto will use reasonable best efforts to hold, any nonpublic make appropriate substitute disclosure arrangements. (b) All information in confidence. • No investigation and materials provided pursuant to this Section 4.01 Agreement shall affect any representations or warranties be subject to the confidentiality provisions of the Parties herein or Confidentiality Agreement entered into between the conditions to Company and Parent, dated March 17, 2017 (the obligations “Confidentiality Agreement”). (c) No investigation by any of the Parties heretoparties or their respective representatives shall constitute a waiver of or otherwise affect the representations, warranties, covenants or agreements of the others set forth herein.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Parent and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company’s books, financial information (including working papers and data in the possession of the Company’s or its independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the Company’s systems of internal control), Contracts and records of the Company and, during such period, shall furnish promptly such information concerning the Business, properties and personnel of the Company as Parent shall reasonably request; provided, however, such investigation shall be carried out in a manner that does not disrupt in any material respect the Company’s operations. The Company shall authorize and direct the appropriate directors, managers, Employees, consultants and other advisors (including contract research organizations and contract manufacture organizations) of the Company to discuss matters involving the operations and Business with representatives of Parent, provided that the timing of such discussions shall be coordinated between the Company and affiliates Parent to holdcomply with the foregoing provisions of this Section 6.1. From and after the Closing, each Equityholder shall treat and hold as such any nonpublic and all confidential information concerning the Business and affairs of the Company (“Confidential Information”), refrain from using any of the Confidential Information except in confidenceconnection with this Agreement, and deliver promptly to Parent or destroy, at the request and option of Parent, all tangible embodiments (and all copies) of the Confidential Information which are in such Equityholder’s possession. • If any Equityholder is ever requested or required to disclose any Confidential Information, such Equityholder shall notify Parent promptly of such request or requirement so that Parent may seek an appropriate protective order or waive compliance with this Section 6.1. If, in the absence of a protective order or the receipt of a waiver hereunder, such Equityholder, on the written advice of counsel, is compelled to disclose any Confidential Information to any Governmental Body, arbitrator, or mediator or else stand liable for contempt, such Equityholder may disclose such Confidential Information to the extent so required. Notwithstanding anything express or implied in the foregoing provisions of this Section 6.1 to the contrary, the Company shall not be required to disclose or provide access to any information if such disclosure or access would contravene any applicable Law. No investigation information provided to or obtained by Parent pursuant to this Section 4.01 6.1 shall limit or otherwise affect any the remedies available hereunder to Parent (including Parent’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of the Parties herein of, or the conditions to the obligations of of, the Parties parties hereto.

Access to Information; Confidentiality. The (a) To the extent permitted by applicable Law, the Company shallshall afford to Parent, and shall cause its to Parent's officers, employees, accountants, counsel, financial advisors and other representatives toRepresentatives, afford to NeoHydro Technologies Corp. reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its representatives reasonable access Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all its and to the Company’s its Subsidiaries' properties, books, contractsContracts, commitments, personnel and records records, but only to the extent that such access does not unreasonably interfere with the business or operations of the Company and its Subsidiaries, and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws Laws and (iib) all other information concerning its and its Subsidiaries' business, properties, financial condition, operations properties and personnel as Parent may reasonably request; provided, however, that the Company shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other party information to the extent that doing so would result in the loss of attorney-client privilege (provided that the Company 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 privilege). Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of August 4, 2004 between Parent and the Company (as it may be amended from time to time reasonably request. Except as required by lawtime, each of the Company and NeoHydro Technologies Corp. will "Confidentiality Agreement"), Parent shall hold, and will shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any nonpublic information termination of this Agreement. Notwithstanding the terms of the Confidentiality Agreement, Parent and the Company agree that until the earlier of the consummation of this Agreement or the six month anniversary of the date of the termination of this Agreement, as applicable, each party and its respective Subsidiaries shall not, without the other party's prior written consent, directly or indirectly solicit for employment (other than through advertising in confidencenewspapers or periodicals of general circulation or recruiters' searches, in each case not specifically directed at the other party's employees) any person currently employed by the other party or any of its Subsidiaries with whom it has contact or who is identified to such party in connection with the transactions contemplated by this Agreement. • No investigation pursuant to this Section 4.01 shall 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the Parties herein parties hereto contained in this Agreement or the conditions hereunder to the obligations of the Parties parties hereto. (b) To the extent permitted by applicable Law, Parent shall afford to the Company and its Representatives reasonable access to Parent's personnel and records (i) on a basis consistent with the Company's access to such personnel and records prior to the date hereof in connection with the Company's due diligence review of Parent and its Subsidiaries in connection with the transactions contemplated hereby and (ii) to the extent reasonably necessary for the Company to determine whether the conditions set forth in Section 6.03 are satisfied.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company shallshall (and shall cause each of the Company’s Subsidiaries to, and shall use reasonable best efforts to cause its officersthe Company Investment Adviser to) afford reasonable access to Parent’s and Parent External Adviser’s Representatives, employees, counsel, financial advisors and other representatives to, afford in a manner not disruptive to NeoHydro Technologies Corp. the operations of the business of the Company and its representatives reasonable access Subsidiaries, during normal business hours during and upon reasonable notice throughout the period prior to the Effective Time to its and (or until the earlier termination of this Agreement), to the Company’s senior officers, advisors, properties, books, contracts, commitments, personnel books and records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company, any of the Company’s Subsidiaries or the Company Investment Adviser to disclose any information to Parent, the Parent External Adviser or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company, the Company Investment Adviser or the Company’s Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company, the Company Investment Adviser or any of the Company’s Subsidiaries is a party or (iii) jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(a) shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any information obtained pursuant to this Section 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by the Company, the Company Investment Adviser, the Company’s Subsidiaries and the Company’s officers, employees and representatives other Representatives hereunder. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries and Acquisition Sub to) afford reasonable access to the Company’s Representatives, furnish promptly in a manner not disruptive to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, the operations and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations business of Parent and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderSubsidiaries, during normal business hours and upon reasonable notice throughout the period prior to the Effective TimeTime (or until the earlier termination of this Agreement), NeoHydro Technologies Corp. shall provide to the Company senior officers, advisors, properties, books and records of Parent 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, Subsidiaries and, during such period, NeoHydro Technologies Corp. shall, shall (and shall cause each of its officers, employees and representatives Subsidiaries (including Acquisition Sub) to, ) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Subsidiaries (including Acquisition Sub), and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Subsidiaries (including Acquisition Sub) to disclose any information to the Company upon its request if such disclosure would, in the reasonable judgment of Parent, (i) a copy of each reportcause significant competitive harm to Parent or its Subsidiaries (including Acquisition Sub) if the transactions contemplated hereby are not consummated, 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 violate Applicable Law or the provisions of any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party or (iii) jeopardize any attorney-client, attorney work product or any or other information concerning its business, properties, financial condition, operations and personnel as such other party may from time legal privilege. No investigation or access permitted pursuant to time reasonably requestthis Section 6.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. Except as required by law, each of the The Company and NeoHydro Technologies Corp. agrees that it will holdnot, and will cause its respective directorsRepresentatives not to, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, use any nonpublic information in confidence. • No investigation obtained pursuant to this Section 4.01 shall affect 6.5(b) for any representations competitive or warranties other purpose unrelated to the consummation of the Parties herein or transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by Parent, the conditions to the obligations of the Parties heretoParent External Adviser, its Subsidiaries, Acquisition Sub and Parent’s officers, employees and other Representatives hereunder.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its the Company Subsidiaries and the officers, employeesdirectors, counselemployees and agents of the Company and the Company Subsidiaries, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. the officers, employees and its representatives agents of Parent and Merger Sub, at their sole cost and risk, reasonable access during normal business hours during from the period prior to date hereof through the Effective Time Date (or earlier termination of this Agreement in accordance with its terms) to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountantsagents, counselproperties, financial advisors facilities, books, records, contracts and other representatives assets and affiliates shall furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to holdmake such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company; provided, however, that any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties investigations of the Parties herein Company’s facilities or any visits or telephonic communications with the conditions Company’s customers (to extent such customers are not also customers of Parent or a Parent Subsidiary, in which case, the obligations restrictions contained in this sentence shall not apply to communications regarding the business of Parent or such Parent Subsidiary) shall be conducted under the supervision of appropriate personnel of the Parties heretoCompany or with the prior consent of the Company (which consent may cover multiple communications and shall not be unreasonably withheld) and in a manner as not to unreasonably interfere with or disrupt the normal operation of the business of the Company. All requests for such access shall be made to such agents of the Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, Merger Sub nor any of their respective representatives shall contact any of the employees, customers, landlords, licensors or suppliers of the Company or any Company Subsidiary in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such agents of the Company as the Company may designate. Neither the Company nor any Company Subsidiary will be required to afford access or disclose information that would jeopardize attorney-client privilege, contravene any binding agreement with any third party or violate any Law or regulation. The parties will make reasonable appropriate substitute arrangements in circumstances where the previous sentence applies. (b) The provisions of the Confidentiality Agreement dated July 30, 2010, between Parent and the Company (the “Confidentiality Agreement”) shall remain in full force and effect in accordance with its terms. Except as otherwise provided herein, if there is a conflict between the terms of the Confidentiality Agreement and this Agreement, the terms of this Agreement shall govern.

Access to Information; Confidentiality. The Subject to applicable Law and, with respect to any classified or controlled unclassified materials, to Parent’s, U.S. Parent’s and their Representatives’ compliance with any security clearance requirements and procedures or export controls requirements (to the extent reasonably determined necessary by the Company in order to comply with applicable Law), and upon reasonable prior written notice, the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of the Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent, U.S. Parent and its representatives to their Representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s all their properties, books, contracts, commitmentsoffices, personnel and books and records and, during such period, the Company shall, and shall cause its officers, employees and representatives each of the Company Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. Parent and U.S. Parent all financial, operating and other data and information concerning its business, properties, financial condition, operations properties and personnel as such other party Parent or U.S. Parent may from time to time reasonably request. For ; provided, however, that any such access shall not interfere unreasonably with the purposes of determining the accuracy business or operations of the representations Company or the Company Subsidiaries or otherwise result in any significant interference with the prompt and warranties timely discharge by such employees of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. their normal duties. None of the Company or any Company Subsidiary shall be required to (i) provide access to or to disclose information where such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege of the Company or the Company Subsidiaries (provided that the Company shall use its obligations hereunder, during reasonable efforts to allow for such access or disclosure in a manner that would not reasonably be expected to jeopardize the period attorney-client privilege) or contravene any Law or binding agreement entered into prior to the Effective Time, NeoHydro Technologies Corp. 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 date of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal this Agreement or state securities laws and (ii) all provide access to or to disclose such portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure, as determined by the Company’s counsel, is reasonably likely to result in antitrust difficulties for the Company or its affiliates. No investigation by Parent or U.S. Parent or any of their respective Representatives and no other receipt of information concerning its business, properties, financial condition, operations and personnel by Parent or U.S. Parent or any of their respective Representatives shall operate as such other party may from time to time reasonably request. Except as required by law, each a waiver or otherwise affect any representation or warranty of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and or any covenant or other representatives and affiliates to hold, any nonpublic provision in this Agreement. All information in confidence. • No investigation exchanged pursuant to this Section 4.01 6.02 shall affect any representations or warranties of the Parties herein or the conditions be subject to the obligations of non-disclosure agreement dated February 23, 2010, between the Parties heretoCompany and Parent (the “Confidentiality Agreement”).

Access to Information; Confidentiality. The Company shall, and shall cause each of its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, afford to NeoHydro Technologies Corp. Parent, Merger Sub and its representatives their respective Representatives reasonable access during normal business hours hours, during the period prior to the Effective Time Time, to its and to the Company’s all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request 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, financial condition, operations 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); provided, however, that (a) the Company shall not be required to provide such other party may from time access if it reasonably determines that such access is reasonably likely to time materially disrupt or impair the business or operations of the Company or any of its Subsidiaries and (b) the foregoing shall not require the Company to disclose any information to the extent it reasonably request. Except as required by lawdetermines that such disclosure is reasonably likely to (i) result in a waiver of attorney-client privilege, each work product doctrine or similar privilege, (ii) cause competitive harm to the business of the Company and NeoHydro Technologies Corp. its Subsidiaries if the transactions contemplated by this Agreement are not consummated, or (iii) violate any applicable Law or any confidentiality obligation of such party; provided, however, that in the case that such disclosure is prohibited by applicable Law (including antitrust Law), Parent and the Company each agree to use reasonable best efforts to establish a process that (through use of steps such as targeted redactions, provision of information to counsel to review and summarize for Parent or use of a “clean room” environment for analysis and review of information by joint integration teams in coordination with counsel and the Company) will holdprovide Parent with timely access to the fullest extent possible to the substance of the information described in this Section 5.5 in a manner that allows the Company to comply with applicable Law. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreement among ▇▇▇▇▇▇ Americas LLC, BI-LO, LLC and will cause its respective directorsthe Company dated as of February 28, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence2011 (the “Confidentiality Agreement”). • No investigation pursuant to this Section 4.01 5.5 or information provided, made available or delivered to Parent pursuant to this Agreement shall affect any representations or warranties of the Parties herein representations, warranties, covenants, rights or remedies, or the conditions to the obligations of of, the Parties heretoparties hereunder.

Access to Information; Confidentiality. The Company (a) Upon reasonable notice and subject to applicable laws, AMNB shall, and shall cause each of its Subsidiaries to, afford to the officers, employees, accountants, counsel, financial advisors and other representatives toRepresentatives of Buyer, afford to NeoHydro Technologies Corp. and its representatives reasonable access access, during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to all of its properties, books, contracts, commitments, personnel personnel, information technology systems and records as may be necessary to enable the Company to confirm the accuracy records, provided, that such investigation or requests shall not interfere unnecessarily with normal operations of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of AMNB or its obligations hereunderSubsidiaries, and, during such period, NeoHydro Technologies Corp. AMNB shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly make available to the Company upon its request Buyer (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 banking laws (other than reports or documents that AMNB is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties, financial condition, operations properties and personnel as such other party Buyer may from time to time reasonably request. Except Neither Buyer nor AMNB nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of Buyer’s or AMNB’s, as required by the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties), or contravene any law, each rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the Company preceding sentence apply. (b) Each of Buyer and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and AMNB shall hold all information furnished by or on behalf of the other representatives and affiliates to hold, party or any nonpublic information in confidence. • No investigation of such party’s Subsidiaries or Representatives pursuant to this Section 4.01 Agreement in confidence to the extent required by, and in accordance with, the provisions of the confidentiality agreement, dated June 8, 2023, between Buyer and AMNB (the “Confidentiality Agreement”). (c) No investigation by Buyer or its Representatives shall affect any representations or warranties be deemed to modify or waive the representations, warranties, covenants and agreements of AMNB set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of the Parties herein or the conditions other party prior to the obligations Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of the Parties heretothis Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement until the earlier to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to occur of the Effective Time to its and to or the Company’s properties, books, contracts, commitments, personnel and records and, during such periodtermination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times during normal operating hours, upon prior notice and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessaccountants, properties, financial conditionoffices and other Facilities and to all books, operations records, Contracts and personnel as such other party may from time to time reasonably request. For the purposes assets of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed 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, financial condition, operations the business and personnel as such other party may from time to time reasonably request. Except as required by law, each properties of the Company and NeoHydro Technologies Corp. will holdits Subsidiaries as Parent may reasonably request from time to time. Notwithstanding the foregoing, and will neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates such information to hold, any nonpublic information be provided in confidencea manner that would not result in such jeopardy or contravention). • No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 4.01 Agreement. (b) Parent and the Company shall affect any representations or warranties comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth in ARTICLE IX of this Agreement in accordance with the terms set forth therein. The terms and conditions of the Parties herein Confidentiality Agreement shall apply to any information obtained by Parent or the conditions any of its Representatives in connection with any investigation conducted pursuant to the obligations of the Parties heretoaccess contemplated by this Section 5.2.

Access to Information; Confidentiality. The (a) Subject to compliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s officers, employees, counselinvestment bankers, financial advisors attorneys, accountants, consultants and other representatives to, afford to NeoHydro Technologies Corp. and its representatives advisors full access upon reasonable access advance notice and during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, Permits, documents, information, directors, officers and employees, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to Parent any information concerning its business as Parent may reasonably request (including the work papers of PricewaterhouseCoopers LLP, subject to the customary requirements of PricewaterhouseCoopers LLP). Following the date of this Agreement and prior to the Effective Time, Parent may (but shall not be required to), following reasonable notice to the Company’s properties, bookscontact and interview any Company Personnel and review the personnel records and such other information concerning the Company Personnel as Parent may reasonably request. No investigation by Parent or any of its officers, contractsdirectors, commitmentsemployees, personnel investment bankers, attorneys, accountants or other advisors or representatives and records andno other receipt of information by Parent or any of its officers, directors, employees, investment bankers, attorneys, accountants or other advisors or representatives shall operate as a waiver or otherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or the obligations of the parties (or remedies with respect thereto) or the conditions to the obligations of the parties under the Agreement. Except as required by any applicable Law or Judgment, 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 confidential in accordance with the Confidentiality Agreement. (b) Without limiting the generality of the foregoing, during such periodthe period from the date of this Agreement to the Effective Time, the Company shall, and shall cause each of its officers, employees and representatives Subsidiaries to, furnish promptly as and to NeoHydro Technologies Corp. the extent reasonably requested by Parent, provide Parent, to the extent applicable, with (i) a materially complete and correct list of all information concerning licenses issued by the Federal Communications Commission (the “FCC”) and held by the Company or any of its businessSubsidiaries (the “FCC Licenses”), properties(ii) materially complete and correct copies of each FCC License, financial condition(iii) if available, operations the address and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy physical location of the representations device(s) covered by each FCC License, (iv) if available, a written description of the purpose of the device(s) covered by each FCC License, (v) materially complete and warranties correct copies of NeoHydro Technologies Corp. set forth herein and compliance any Notices of Apparent Liability for Forfeiture issued by NeoHydro Technologies Corp. the FCC against the Company or any of its obligations hereunder, during Subsidiaries and (vi) all reasonably available information in the period prior possession of the Company or any of its Subsidiaries necessary for Parent to the Effective Time, NeoHydro Technologies Corp. shall provide make an independent determination that the Company and its representatives Subsidiaries have complied with reasonable access during normal business hours FCC rules regarding changes of ownership control of the FCC Licenses (including descriptions of any transactions that effected a change of ownership or control of the FCC Licenses (including any intracompany reorganizations) and corporate organizational charts depicting the ownership structure of the holder of the FCC Licenses before and after any such change of ownership or control). (c) Subject to its propertiesapplicable law, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause its officers, employees and representatives each of their respective Subsidiaries to, furnish promptly cooperate to ensure an orderly transition and integration process in connection with the Company upon its request (i) a copy of each reportMerger and the other transactions contemplated by this Agreement in order to minimize the disruption to, scheduleand preserve the value of, 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, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each business of the Company Surviving Corporation and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoSubsidiaries.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date hereof to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause its officers, employees each Subsidiary and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors advisors, agents and other representatives representatives, during regular business hours and affiliates upon reasonable written request, to holdgive Buyer and its authorized representatives, including counsel, consultants, accountants, auditors and agents, reasonable access to all books, records, offices and other facilities and properties of the Company and each Subsidiary and will cause its officers and those of the Subsidiaries to furnish promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company or any nonpublic Subsidiary as Buyer may from time to time reasonably request; provided, however, that any such access shall not interfere with the businesses or operations of the Company or any Subsidiary and that all contacts with the Company's employees will be initially coordinated with the Company's Chief Executive Officer or Chief Financial Officer. (b) Any information in confidence. • No investigation provided to or obtained by Buyer pursuant to this Section 4.01 paragraph (a) above shall affect any representations or warranties be "Confidential Information" under the Confidentiality Agreement, dated December 20, 2001, between the Company and Buyer (the "Buyer Confidentiality Agreement"), and shall be held by Buyer in accordance with and be subject to the terms of the Parties Confidentiality Agreement, which terms shall be incorporated herein by reference. (c) Except as may be required by applicable law or the conditions rules of the applicable stock exchange, at any time from the date of this Agreement until and including the Effective Time, none of the parties hereto shall issue a press release or public announcement or otherwise make any disclosure concerning this Agreement or the transactions contemplated hereby or the business and financial affairs of the Company, without prior written approval by the other party hereto. If any public announcement is required by law or the rules of the applicable stock exchange to be made by any party hereto with respect to the obligations Company or the transactions contemplated hereby at any time from the date of this Agreement until and including the Effective Time, prior to making such announcement such party will deliver a draft of such announcement to the other party and shall give the other party reasonable opportunity to comment thereon; provided, however, that a party may, without the prior consent of the Parties heretoother party, issue such press release or make such public announcement as may be required by law or the rules of the applicable stock exchange if it has used its reasonable best efforts to consult with the other party and to obtain the other party's consent but has been unable to do so in a timely manner. (d) At Buyer's sole discretion and expense, Buyer and its representatives shall be entitled to conduct Phase I environmental assessments of each of the Company's facilities. To facilitate these assessments, the Company shall provide to Buyer and its representatives access to each of its facilities at all reasonable times. At Buyer's sole discretion and expense, Buyer and its representatives shall be entitled to conduct sampling of the soil, groundwater and surface water at the Operating Sites set forth on Schedule 7.2(d); provided that such sampling shall be completed, and a final report on the sampling provided to the Company, by June 1, 2002; and provided, further, that, to the extent any breach of the Company's representations and warranties in Article IV is identified in connection with such sampling, the Company shall have the right to cure such breach prior to Closing or to commit to cure such breach in a timely fashion after Closing.

Access to Information; Confidentiality. The (a) Between the date of this Agreement and the Effective Time, upon reasonable notice the Company shall, shall (and shall cause each of its Subsidiaries to) (i) give Parent, Purchaser and their respective officers, employees, accountants, counsel, financial advisors financing sources and other agents and representatives tofull access to all plants, afford to NeoHydro Technologies Corp. offices, warehouses and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its other facilities and to the Company’s propertiesall contracts, internal reports, data processing files and records, Federal, state, local and foreign tax returns and records, commitments, books, contracts, commitments, personnel records and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 affairs of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable whether located on the premises of the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. or one of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, Subsidiaries or at another location; (ii) furnish promptly to the Company upon its request (i) Parent 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 Federal securities laws or regulations; (iii) permit Parent and Purchaser to make such inspections as they may require; (iiiv) all cause its officers and the officers of its Subsidiaries to furnish Parent and Purchaser such financial, operating, technical and product data and other information concerning with respect to the business and properties of the Company and its business, properties, financial condition, operations Subsidiaries as Parent and personnel as such other party may Purchaser from time to time reasonably may request. Except as required by law, each including without limitation financial statements and schedules; (v) allow Parent and Purchaser the opportunity to interview such employees, vendors, customers, sales representatives, distributors and other personnel of the Company with the Company's prior written consent, which consent shall not be unreasonably withheld; and NeoHydro Technologies Corp. will hold(vi) assist and cooperate with Parent and Purchaser in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; PROVIDED, and will cause its respective directorsHOWEVER, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No that no investigation pursuant to this Section 4.01 6.2 shall affect or be deemed to modify any representations representation or warranties warranty made by the Company herein. Until the Effective Time, materials furnished to Parent pursuant to this Section 6.2 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Except as otherwise provided below, until Parent or Purchaser acquires Shares pursuant to the Offer or the Tender and Option Agreement Parent and Purchaser shall, and shall cause their affiliates, agents and representatives to, keep secret and retain in confidence, and not use for the benefit of any such person or others (other than in connection with this Agreement and the transactions contemplated hereby), any confidential information of the Parties Company which the Parent or Purchaser obtained from the Company pursuant to this Section 6.2. The restrictions on use and disclosure contained herein shall not apply if and to the extent any such information (i) is publicly available or becomes publicly available (through no action or fault of Parent or Purchaser), (ii) was or is obtained by Parent or Purchaser from a third party, PROVIDED that to the recipient's knowledge, after reasonable inquiry, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information or material, (iii) was already in the possession of Parent or Purchaser or known to Parent or Purchaser prior to being disclosed or provided to them by or on behalf of the Company, PROVIDED, that, to the recipient's knowledge, after reasonable inquiry, the source of such information or material was not bound by a contractual, legal 45 or fiduciary obligation of confidentiality to the Company or any other party with respect thereto, or (iv) is required to be disclosed in a legal proceeding or pursuant to applicable law or the conditions rules or regulations of any national securities exchange or over-the-counter market. In the event that Parent or Purchaser is requested or required (by oral questions, interrogatories, request for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to the obligations disclose any of the Parties heretoconfidential information provided under this Section 6.2, such party shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.2. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, Parent or Purchaser is nonetheless, based on advice of its outside counsel, legally compelled to disclose the confidential information to any tribunal or else stand liable to contempt or suffer other censure or penalty, such party may, without liability hereunder, disclose to such tribunal only that portion of the confidential information which such counsel advises such party is legally required to be disclosed, provided that such party shall use its reasonable efforts to preserve the confidentiality of the confidential information, including without limitation by cooperating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the confidential information by such tribunal. The restrictions on use and disclosure of confidential information under this Section 6.2 shall expire three years from the date hereof.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during (a) From the period prior date of this Agreement to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodTime, the Company shall, and shall cause each Company Subsidiary and each of its and each Company Subsidiary's Representatives to, (i) provide to Parent and Parent's Representatives access, at reasonable times upon prior notice, to the officers, employees employees, agents, properties, offices and representatives toother facilities and books and records of the Company and the Company Subsidiaries, and (ii) furnish promptly to NeoHydro Technologies Corp. all such information concerning its the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial conditionstatements and other aspects of the Company and the Company Subsidiaries as Parent or Parent's Representatives may reasonably request. Notwithstanding the foregoing, operations the Company may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to the Company requires the Company or any Company Subsidiary to restrict or prohibit such access to any such Properties or information, (B) Parent's access to the information would breach the Company's confidentiality obligations to a third party (provided that upon Parent's reasonable request the Company shall use its reasonable efforts to obtain such third party's consent to permit Parent access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the loss of the Company's or any Company Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the termination of this Agreement and personnel as such other party may the Effective Time, the Company shall confer from time to time as reasonably request. For requested by Parent to meet with one or more Representatives of Parent to discuss any material changes or developments in the purposes of determining the accuracy operational matters of the representations Company and warranties each Company Subsidiary and the general status of NeoHydro Technologies Corp. set forth herein the ongoing operations of the Company and compliance by NeoHydro Technologies Corp. the Company Subsidiaries. (b) From the date of its obligations hereunder, during the period prior this Agreement to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. Parent shall, and shall cause each Parent Subsidiary and each of its officers, employees and representatives each Parent Subsidiary's Representatives to, furnish promptly (i) provide to the Company and the Company's Representatives access, at reasonable times upon its request (i) a copy of each reportprior notice, scheduleto the officers, registration statement employees, agents, properties, offices and other document filed by it during such period pursuant to the requirements facilities and books and records of federal or state securities laws Parent and Parent Subsidiaries, and (ii) all other furnish promptly such information concerning its the business, properties, insurance, Contracts, prospects, Property, Liabilities, Tax Returns, Tax elections and all other workpapers and studies relating to Taxes, personnel, internal financial conditionstatements and other aspects of Parent and the Parent Subsidiaries as the Company or the Company's Representatives may reasonably request. Notwithstanding the foregoing, operations Parent may restrict the foregoing access to the extent that (A) any Law of any Governmental Entity applicable to Parent requires Parent or any Parent Subsidiary to restrict or prohibit such access to any such Properties or information, (B) the Company's access to the information would breach Parent's confidentiality obligations to a third party (provided that upon the Company's reasonable request Parent shall use its reasonable efforts to obtain such third party's consent to permit the Company access to such information, subject to appropriate confidentiality protections), or (C) disclosure of any such information or document would result in the loss of Parent's or any Parent Subsidiary's attorney-client privilege. Subject to compliance with applicable Laws, from the date of this Agreement until the earlier of the termination of this Agreement and personnel as such other party may the Effective Time, Parent shall confer from time to time as reasonably request. Except as required requested by law, each the Company to meet with one or more Representatives of the Company to discuss any material changes or developments in the operational matters of Parent and NeoHydro Technologies Corp. will holdeach Parent Subsidiary and the general status of the ongoing operations of Parent and the Parent Subsidiaries. (c) The parties hereto acknowledge that Parent, the Company and Stanford have previously executed that certain Mutual Confidentiality Agreement, effective April 1, 2006 (as Amended from time to time, the "Confidentiality Agreement"), which shall continue in full force and effect in accordance with its terms. (d) The Company shall deliver to Parent a draft of Section 4.3(c)(1) and Section 4.3(c)(2) of the Updated Company Disclosure Schedules no later than five (5) Business Days prior to the proposed Closing Date. (e) Until the Effective Time, the Company shall consult and reasonably cooperate with Parent regarding the Company's implementation of procedures for review and attestation of its internal controls, shall provide Parent and its Representatives with reasonable access to the Company's policies and plans with regard to such review and attestation, and will cause the results of any review and analysis of its respective directorsinternal control systems, officersand shall reasonably consider in good faith the views of Parent in connection with the implementation, employees, accountants, counsel, financial advisors review and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties analysis of the Parties herein or Company's internal controls , and with respect to Parent's preparation of its purchase price allocation in connection with the conditions to the obligations of the Parties heretoMerger.

Access to Information; Confidentiality. The Company (a) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, Karora shall, and shall cause its officers, employees, counsel, financial advisors subsidiaries and other representatives their Representatives to, afford to NeoHydro Technologies Corp. as promptly as reasonably possible in each instance: (i) give Westgold and its representatives Representatives, consultants and independent contractors reasonable access during normal to its and its subsidiaries’ offices, premises, properties, assets, senior personnel, Contracts and Books and Records (including continuing access to the Karora Data Room), and (ii) furnish to Westgold and its Representatives, consultants, and independent contractors such financial and operating data or other information with respect to the assets or business hours during of Karora as Westgold may reasonably request (and, the period prior Parties agree that the diligence requests made by Westgold to date, and requests for updates or additional detail beyond such requests, will be considered reasonable); including for the purpose of facilitating integration business planning, provided that Karora’s compliance with any request under this Section 7.5(a) shall not unduly interfere with the conduct of the business of Karora and the subsidiaries of Karora. (b) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to its and to the Company’s propertiesapplicable Law, books, contracts, commitments, personnel and records and, during such period, the Company Westgold shall, and shall cause its officers, employees subsidiaries and representatives their Representatives to, furnish as promptly as reasonably possible in each instance: (i) give Karora and its Representatives, consultants and independent contractors reasonable access to NeoHydro Technologies Corp. all information concerning its businessand its subsidiaries’ offices, premises, properties, financial conditionassets, operations senior personnel, Contracts and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations Books and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior Records (including continuing access to the Effective TimeWestgold Data Room), NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all furnish to Karora and its Representatives, consultants, and independent contractors such financial and operating data or other information concerning its businesswith respect to the assets or business of Westgold as Karora may reasonably request (and, propertiesthe Parties agree that the diligence requests made by Karora to date, financial conditionand requests for updates or additional detail beyond such requests, operations and personnel as such other party may from time to time reasonably request. Except as required by lawwill be considered reasonable); including for the purpose of facilitating integration business planning, each provided that Westgold’s compliance with any request under this Section 7.5(b) shall not unduly interfere with the conduct of the Company business of Westgold and NeoHydro Technologies Corp. its subsidiaries. (c) Investigations made by or on behalf of either Westgold or Karora, whether under this Section 7.5 or otherwise, will holdnot waive, and will cause diminish the scope of, or otherwise affect any representation or warranty made by any Party in this Agreement (or remedies with respect thereto). (d) Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case any information provided under Section 7.5(a) or Section 7.5(b) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail. For greater certainty, if this Agreement is terminated in accordance with its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to holdterms, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoand their respective Representatives under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms of the Confidentiality Agreement. The information provided in the Karora Disclosure Letter and the Westgold Disclosure Letter is confidential information and subject to the terms and conditions of the Confidentiality Agreement. (e) This Section 7.5 shall not require either Party to permit any access, or to disclose any information that in the reasonable good faith judgment of such Party, after consultation with outside legal counsel, would cause any violation of any Law or cause any privilege (including attorney-client privilege) that such Party would be entitled to assert to be undermined with respect to such information, provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of such Party, after consultation with outside legal counsel) be managed through the use of customary “clean-room” or other similar arrangements. (f) If the receiving Party is requested in any judicial or administrative Proceeding, or by any Governmental Entity, to disclose any confidential information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise), the receiving Party will give the furnishing Party prompt notice of such request so that the furnishing Party may seek an appropriate protective order, and, upon the furnishing Party’s request and at the furnishing Party’s expense, will cooperate with the furnishing Party in seeking such an order. If the receiving Party is nonetheless compelled to disclose confidential information, the receiving Party will disclose only that portion of the confidential information which the receiving Party is legally required to disclose and, upon the furnishing Party’s request and at the furnishing Party’s expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such confidential information to the extent such assurances are available. (g) Each party acknowledges that the confidential information may contain material non-public information concerning the furnishing Party. Each Party further acknowledges its awareness of the restrictions imposed by federal, provincial and state securities laws on persons in possession of material non-public information, and agrees that while it is in possession of material non-public information with respect to the other Parties, it will not purchase or sell any securities of the other Parties, or communicate such information to any third party, in violation of applicable law. Nothing herein will constitute an admission by either Party that any confidential information in fact contains material non-public information concerning the furnishing Party.

Access to Information; Confidentiality. The Company shall, and the Subsidiaries shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. Buyer and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives, and to prospective financing sources, investors and placement agents and each of their respective representatives (collectively, “Buyer’s Representatives”), full access, during normal business hours upon reasonable notice throughout the period prior to the Closing, to the Company’s and affiliates Subsidiaries’ properties and facilities (including all Company Properties and the buildings, structures, fixtures, appurtenances and Improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company, Sellers and the Subsidiaries or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to holdeach of the Company and the Subsidiaries’ systems of internal control), Contracts and records of the Company and the Subsidiaries and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company and the Subsidiaries as Buyer shall reasonably request; provided, that such investigation shall not unreasonably disrupt the Company and the Subsidiaries’ operations. In addition, prior to the Closing, the Company and the Subsidiaries shall afford to Buyer and to Buyer’s Representatives the opportunity to meet with and to discuss their relationships post-Closing with Significant Providers, IC Representatives, other service providers and other material personnel of the Company and the Subsidiaries. Prior to the Closing, the Company and the Subsidiaries shall keep Buyer informed as to all material matters involving the operations and businesses of each of the Company and the Subsidiaries. The Company and the Subsidiaries shall authorize and direct the appropriate officers, directors, managers and Employees to discuss matters involving the operations and businesses of each of the Company and the Subsidiaries with representatives of Buyer and its prospective financing sources, investors or placement agents. Prior to the Closing, any nonpublic non-public information in confidence. • No investigation provided to or obtained by Buyer pursuant to this Section 4.01 6.1 will be subject to the Confidentiality and Non-Disclosure Agreement, dated July 25, 2019, between the Company and Blucora, Inc. (the “Confidentiality Agreement”), and must be held by Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. No information provided to or obtained by Buyer pursuant to this Section 6.1 or otherwise shall limit or otherwise affect any the remedies available hereunder to Buyer (including Buyer’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of the Parties herein of, or the conditions to the obligations of of, the Parties heretoparties.

Access to Information; Confidentiality. The Company shall, shall (and shall cause each of its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, ) afford to NeoHydro Technologies Corp. and its representatives reasonable access to Parent’s Representatives, during normal business hours during and upon reasonable notice, throughout the period prior from the date of this Agreement to the Effective Time to its and (or until the earlier termination of this Agreement in accordance with Section 7.1), to the Company’s personnel, advisors, properties, books, contracts, commitments, personnel books and records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (a) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (b) jeopardize any attorney-client or other legal privilege; provided, further, that in each such case, the Company shall cooperate with Parent to enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. No investigation or access permitted pursuant to this Section 5.5 shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation Representatives pursuant to this Section 4.01 5.5 shall affect any representations or warranties of be kept confidential in accordance with the Parties Confidentiality Agreement. Notwithstanding anything herein or the conditions to the obligations contrary, the parties hereby agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement to the Parties heretoextent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement until the earlier to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to occur of the Effective Time to its and to or the Company’s properties, books, contracts, commitments, personnel and records and, during such periodtermination of this Agreement in accordance with the terms set forth in Article IX of this Agreement, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times during normal operating hours, upon reasonable prior written notice and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessaccountants, properties, financial conditionoffices and other Facilities and to all books, operations records, Contracts and personnel as such other party may from time to time reasonably request. For the purposes assets of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed 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, financial condition, operations the business and personnel as such other party may from time to time reasonably request. Except as required by law, each properties of the Company and NeoHydro Technologies Corp. will holdits Subsidiaries as Parent may reasonably request from time to time. Notwithstanding the foregoing, and will neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would be reasonably likely to jeopardize the protection of attorney-client privilege, or contravene any Legal Requirement or contractual restraint enforceable upon the Company or any of its Subsidiaries (it being agreed that the Parties shall use their reasonable best efforts to cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates such information to hold, any nonpublic information be provided in confidencea manner that would not result in such jeopardy or contravention). • No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 4.01 Agreement. (b) Parent and the Company shall affect any representations or warranties comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth in Article IX of this Agreement in accordance with the terms set forth therein. The terms and conditions of the Parties herein Confidentiality Agreement shall apply to any information obtained by Parent or the conditions any of its Representatives in connection with any investigation conducted pursuant to the obligations of the Parties heretoaccess contemplated by this Section 5.2.

Access to Information; Confidentiality. The Company (a) Prior to the Closing, with respect to the SplitCo Business, SplitCo or its Subsidiaries only, Liberty and SplitCo shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of their respective Subsidiaries to, afford to NeoHydro Technologies Corp. SiriusXM and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the CompanySiriusXM’s properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Representatives reasonable access during normal business hours to its all of their properties, commitments, books, contractsContracts, commitmentsrecords and correspondence (in each case, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal whether in physical or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directorselectronic form), officers, employees, accountants, counsel, financial advisors and other representatives Representatives as SiriusXM may reasonably request with reasonable prior notice and affiliates Liberty and SplitCo shall furnish as soon as reasonably practicable to holdSiriusXM all information concerning the SplitCo Business, SplitCo or its Subsidiaries as SiriusXM may reasonably request, subject in all cases, to any nonpublic bona fide concerns of loss of attorney-client privilege and attorney work product protections that Liberty and SplitCo may in their good faith judgment reasonably have and any restrictions contained in Contracts to which Liberty, SplitCo or any of their Subsidiaries is a party (it being understood that each of Liberty and SplitCo shall use its reasonable best efforts to provide any such information in confidencea manner that does not result in such loss of privilege or protection or violation). • No investigation SiriusXM and its Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of Liberty, SplitCo or any of their Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of Liberty, SplitCo or any of their respective Subsidiaries of their normal duties. From the date of this Agreement until the date that is five (5) years following the Closing Date or the termination of this Agreement pursuant to Article IX, SiriusXM shall, and shall cause its Subsidiaries and its and their respective Representatives to, hold in confidence any and all non-public or confidential information concerning Liberty, SplitCo and their respective Subsidiaries received pursuant to this Section 4.01 6.8(a) or otherwise in connection with this Agreement or the Transactions from or on behalf of Liberty, SplitCo or their respective Representatives; provided, however, that SiriusXM shall affect not be prevented from disclosing information (i) as required by applicable Law, (ii) which is or becomes generally available to the public other than as a result of a disclosure by SiriusXM, its Subsidiaries or their respective Representatives in breach of any confidentiality obligation with respect thereto, (iii) which has previously been publicly disclosed as contemplated by this Agreement or the other Transaction Agreements (including in connection with the Prospectus / Proxy Statement or any other filings under applicable Exchange Act or stock market listing rules) or (iv) with respect to the SplitCo Business, SplitCo and SplitCo’s Subsidiaries from and after Closing. No investigation, or information received, pursuant to this Section 6.8(a) will modify any of the representations or and warranties of the Parties herein parties hereto. (b) Prior to the Closing, SiriusXM shall, and shall cause each of its Subsidiaries to, afford to Liberty, SplitCo and their respective Representatives reasonable access during normal business hours to all of their properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives as Liberty or SplitCo may reasonably request with reasonable prior notice and SiriusXM shall furnish as soon as reasonably practicable to Liberty and SplitCo all information concerning SiriusXM and its Subsidiaries as Liberty and SplitCo may reasonably request, subject in all cases, to any bona fide concerns of attorney-client privilege or attorney work product protections that SiriusXM may reasonably have and any restrictions contained in Contracts to which SiriusXM or any of its Subsidiaries is a party (it being understood that SiriusXM shall use its reasonable best efforts to provide any such information in a manner that does not result in such violation). Liberty, SplitCo and their respective Representatives shall conduct any such activities in a manner as not to interfere unreasonably with the business of SiriusXM or any of its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of SiriusXM or any of its respective Subsidiaries of their normal duties. From the date of this Agreement until the date that is five (5) years following the Closing Date or the conditions termination of this Agreement pursuant to Article IX, Liberty shall, and shall cause its respective Subsidiaries (including SplitCo prior to the obligations Split-Off Effective Time) and Representatives to, hold in confidence any and all non-public or confidential information concerning SiriusXM received pursuant to this Section 6.8(b) or otherwise in connection with this Agreement or the Transactions; provided, however, that Liberty and its Subsidiaries and Representatives shall not be prevented from disclosing information (i) as required by applicable Law, (ii) which is or becomes generally available to the public other than as a result of a disclosure by Liberty, its Subsidiaries or its Representatives in breach of any confidentiality obligation with respect thereto or (iii) which has previously been publicly disclosed as contemplated by this Agreement or the other Transaction Agreements (including in connection with the Prospectus / Proxy Statement or any other filings under applicable Exchange Act or stock market listing rules). No investigation, or information received, pursuant to this Section 6.8(b) will modify any of the Parties representations and warranties of the parties hereto.

Access to Information; Confidentiality. The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford (a) From the date of this Agreement until the earlier to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to occur of the Effective Time to its and to or the Company’s properties, books, contracts, commitments, personnel and records and, during such periodtermination of this Agreement in accordance with the terms set forth in Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees and representatives toemployees, furnish promptly to NeoHydro Technologies Corp. all information concerning its businessaccountants, agents, properties, financial conditionoffices and other facilities and to all books, operations records, contracts and personnel as such other party may from time to time reasonably request. For the purposes assets of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours to its propertiesSubsidiaries, books, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives Subsidiaries to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement and other document filed 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, financial condition, operations the business and personnel as such other party may from time to time reasonably request. Except as required by law, each properties of the Company and NeoHydro Technologies Corp. will hold, and will its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates such information to hold, any nonpublic information be provided in confidencea manner that would not result in such jeopardy or contravention). • No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 4.01 Agreement. (b) The Company shall provide Parent with an unaudited consolidated balance sheet and statement of operations for each month ended following the date hereof through the Effective Date within 30 days of each month’s end. (c) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, Parent shall comply with the Company’s reasonable requests for non-public information concerning the business and properties of Parent and its Subsidiaries. Neither Parent nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the 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). No investigation shall affect any Parent’s representations and warranties contained herein, or warranties of limit or otherwise affect the Parties herein or the conditions remedies available to the Company pursuant to this Agreement. (d) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated February 7, 2013, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the Parties heretoterms set forth therein.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of the Company Subsidiaries to, afford to NeoHydro Technologies Corp. Parent and its representatives Representatives and Affiliates, reasonable access access, during normal business hours during the period prior to the Effective Time Time, to its and to the Company’s Company Subsidiaries’ properties, books, contractsContracts, customers, suppliers, commitments, personnel and records and, during such period (provided, that any communications by Parent with or to any customer or supplier of the Company or any Company Subsidiary shall be subject to the Company’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed) and the Company shall be entitled to be represented at any meetings, discussions, conference calls, or other communications between Parent, its Representatives or Affiliates and any such customers or suppliers), and during such period, the Company shall, and shall cause its officers, employees and representatives each of the Company Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (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 Laws, (ii) copies of the unaudited monthly consolidated balance sheet of the Company for the month then ended and the related statements of earnings and cash flows in such form and promptly following such time as they are provided to the Company Board and (iiiii) all other information concerning its business, properties, financial condition, operations properties and personnel as such other party may from time to time reasonably request. Except as required No information provided to or obtained by law, each Parent or any of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation Representatives (whether pursuant to this Section 4.01 6.02 or otherwise) shall affect be deemed to modify the terms of any representations representation or warranties warranty of the Parties herein Company made in this Agreement. (b) Notwithstanding the foregoing, the Company shall not be required to afford access to its and the Company Subsidiaries’ properties, books, Contracts, commitments, personnel, records, customers and suppliers pursuant to this Section 6.02 if it would unreasonably disrupt the operations of the Company or any of the conditions Company Subsidiaries, would constitute a violation of any applicable Law or any Contract to which the Company or any of the Company Subsidiaries is a party, or would cause a loss of a legal privilege to the obligations Company or any of the Parties heretoCompany Subsidiaries, nor shall Parent or any of its Representatives be permitted to perform any invasive environmental study with respect to any property of the Company or any Company Subsidiary. (c) All information exchanged or collected pursuant to Section 6.02(a) shall be subject to the Confidentiality Agreement.

Access to Information; Confidentiality. The (a) Subject to applicable Laws relating to access to and the exchange of information: (i) the Company shall, and shall cause its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, afford to NeoHydro Technologies Corp. Buyer and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and on reasonable advance notice to the Company’s and its Subsidiaries’ properties, books, contracts, commitments, personnel records and records and, during representatives; and (ii) provided that such periodaccess does not unreasonably interfere with the conduct of Business of the Company or its Subsidiaries, the Company shall, and shall cause its officers, employees and representatives to, furnish (or otherwise make available) promptly to NeoHydro Technologies Corp. Buyer, all information concerning its businessand its Subsidiaries’ Business, properties, financial condition, operations Liabilities and personnel as such other party Buyer may from time to time reasonably request. For request for the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance referred to above, other than any personnel information protected by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and applicable privacy Laws. (b) No investigation by Buyer or its representatives with reasonable access during normal business hours to its propertiesshall affect any representations, bookswarranties, contracts, commitments, personnel and records as may be necessary to enable the Company to confirm the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal covenants or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each agreements of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties Stockholders set forth herein or the conditions to the obligations of the Parties hereto. (c) All information obtained by either Buyer or Merger Sub pursuant hereto shall be kept confidential in accordance with the confidentiality agreement, dated as of October 4, 2007, between Buyer and the Company (the “Confidentiality Agreement”); provided, however, that (i) the Confidentiality Agreement shall terminate at the Effective Time; (ii) paragraph (7) of the Confidentiality Agreement is of no further force or effect; and (iii) paragraph (14) of the Confidentiality Agreement shall have no application to disputes arising out of this Agreement (each of which shall be governed by Section 9.9 hereof). (d) Following the Closing, Buyer, the Surviving Corporation and each of its Subsidiaries will afford promptly to the CSE Holders and their agents reasonable access to the properties, books, records, employees and auditors of the Surviving Corporation and its Subsidiaries to the extent necessary to permit such CSE Holders to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date or any taxable period beginning on or before the Closing Date; provided that any such access by such CSE Holders does not unreasonably interfere with the conduct of the business of the Surviving Corporation or Buyer.

Access to Information; Confidentiality. The Company shall(a) During the Interim Period, and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives upon reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, personnel and records and, during such periodwritten notice from Parent, the Company shall, and shall cause its officers, employees and representatives subsidiaries to, furnish promptly and shall use its reasonable best efforts to NeoHydro Technologies Corp. all information concerning cause its businessRepresentatives to, 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company (i) afford Parent and its representatives Representatives reasonable access, consistent with reasonable access applicable Law, 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its their respective officers, employees and representatives toRepresentatives and properties, offices, and other facilities and to all books and records, and shall furnish Parent and its Representatives promptly with all financial, operating and other data and information as Parent and its Representatives from time to time reasonably request in writing, (ii) to the extent permitted by Law, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement schedule and other document filed or received by it during such period the Company or any of the Company’s subsidiaries pursuant to the requirements of federal or state securities laws or regulatory Laws or filed with or sent to the SEC, FERC, the Nuclear Regulatory Commission, the New Mexico Public Regulations Commission (“NMPRC”), the Public Utility Commission of Texas (“PUCT”), CFIUS, the U.S. Department of Justice, the Federal Trade Commission or any other Governmental Entity, and (iii) upon written request, as soon as reasonably practicable provide Parent with information relating to any material developments in any audit or similar proceeding related to any material Tax matters of the Company or any of its subsidiaries. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries, and shall not include any environmental sampling or invasive environmental testing without the Company’s consent. Neither the Company nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, directors or employees, give rise to a material risk of waiving any attorney-client privilege of the Company or any of its subsidiaries, or contravene any Law, rule, regulation, order, judgment or decree of any Governmental Entity, or Contract; provided, however that the Company shall use its reasonable best efforts to (A) allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege (including negotiating in good faith with Parent to seek alternative means to disclose such information as nearly as possible without affecting such attorney-client privilege, including entry into a joint defense agreement), (B) obtain the required consent of any third party to provide access to or disclosure of such information with respect to any confidential Contract to which the Company or its subsidiaries is party, or (C) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company; it being understood and agreed that (i) the Company shall advise Parent in such circumstances that it is unable to comply with Parent’s reasonable requests for information as a result of attorney-client privilege, Contract obligation or applicable Law, and the Company shall use its reasonable best efforts to generally describe the types of information being withheld and (ii) Parent shall reimburse the Company for its reasonable, documented, out-of-pocket expenses incurred in connection with the Company’s actions described above in clauses (A) — (C). All requests for information made pursuant to this Section 6.7(a) shall be directed to the executive officer or other Person designated by the Company and all access granted to Parent and its Representatives shall be under the supervision of such executive officer or other information concerning Person, and Parent and its businessRepresentatives seeking access shall use their reasonable best efforts not to directly contact any other officer, propertiesdirector, financial conditionemployee, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each agent or representative of the Company without the prior approval of such Persons designated by the Company. No access, review or notice pursuant to this Section 6.7 shall have any effect for the purpose of determining the accuracy of any representation or warranty given by any of the Parties to any of the other Parties. (b) Each Party will comply with terms and NeoHydro Technologies Corp. conditions of the confidentiality agreement, dated January 31, 2020, between the Company and Parent (the “Confidentiality Agreement”), and will holdhold and treat, and will cause its their respective directors, officers, employees, accountants, counsel, financial advisors auditors and other representatives Representatives to hold and affiliates treat, in confidence all documents and information concerning, on the one hand, the Company and its subsidiaries furnished to holdParent or Merger Sub, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations and on the other hand, Parent or warranties of the Parties herein or the conditions Merger Sub and their respective subsidiaries furnished to the obligations of Company, in each case in connection with the Parties heretotransactions contemplated by this Agreement in accordance with the Confidentiality Agreement, which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. The (a) Upon reasonable notice, the Company shall, shall (and shall cause each of its officers, employees, counsel, financial advisors and other representatives Subsidiaries to, ) afford to NeoHydro Technologies Corp. and its representatives reasonable access to Parent’s Representatives, during normal business hours during and upon reasonable notice throughout the period prior from the date of this Agreement to the Effective Time to its and (or until the earlier termination of this Agreement in accordance with Section 7.1), to the Company’s personnel, advisors, properties, books, contracts, commitments, personnel books and records of the Company and its Subsidiaries and, during such period, the Company shall, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (i) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, however, that in each such case, the Company shall cooperate with Parent to enable Parent and Parent’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that Parent and Parent’s Representatives may have access to such information. No investigation or access permitted pursuant to this Section 5.5(a) shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company hereunder. All information furnished by the Company, its Subsidiaries and the Company’s officers, employees and representatives other Representatives pursuant to this Section 5.5(a) shall be kept confidential in accordance with the Confidentiality Agreement. (b) Upon reasonable notice, Parent shall (and shall cause each of its Subsidiaries and Merger Sub to, furnish promptly ) afford to NeoHydro Technologies Corp. 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 Representatives of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderCompany reasonable access, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with reasonable access during normal business hours and upon reasonable notice throughout the period from the date of this Agreement the Effective Time (or until the earlier termination of this Agreement in accordance with Section 7.1), to its the personnel, advisors, properties, books, contracts, commitments, personnel books and records as may be necessary to enable the Company to confirm the accuracy of the representations Parent and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, Subsidiaries and, during such period, NeoHydro Technologies Corp. shall, shall (and shall cause each of its Subsidiaries to) furnish reasonably promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Subsidiaries to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) violate applicable Law or the provisions of any agreement to which Parent or any of its Subsidiaries is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, however, that in each such case, Parent shall cooperate with the Company to enable the Company and the Company’s Representatives to enter into appropriate confidentiality, joint defense or similar documents or arrangements so that the Company and the Company’s Representatives may have access to such information. No investigation or access permitted pursuant to this Section 5.5(b) shall affect or be deemed to modify any representation, warranty, covenant or agreement made by Parent or Merger Sub hereunder. All information furnished by the Company, its Subsidiaries, Merger Sub and Parent’s 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation Representatives pursuant to this Section 4.01 5.5(b) shall affect any representations or warranties of be kept confidential in accordance with the Parties herein or the conditions to the obligations of the Parties heretoConfidentiality Agreement.

Access to Information; Confidentiality. The To the extent permitted by applicable law, the Company shallshall afford to Parent, and shall cause its to Parent’s officers, employees, accountants, counsel, financial advisors and other representatives toRepresentatives, afford to NeoHydro Technologies Corp. reasonable access (including for the purpose of coordinating integration activities and transition planning with the employees of the Company and its representatives reasonable access Subsidiaries) during normal business hours and upon reasonable prior notice to the Company during the period prior to the Effective Time or the termination of this Agreement to all its and to the Company’s its Subsidiaries’ properties, books, contracts, commitmentsContracts, personnel and records records, including for the purpose of conducting Phase I environmental site assessments and compliance audits of the Company’s properties and operations, and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives to, furnish promptly to the Company upon its request Parent (ia) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal Federal or state securities laws laws, (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (iic) all other information concerning its and its Subsidiaries’ business, properties, financial condition, operations properties and personnel as such other party Parent may from time to time reasonably request. Except as required for disclosures expressly permitted by law, each the terms of the Confidentiality Agreement dated as of April 19, 2005, as amended from time to time, between Parent and the Company and NeoHydro Technologies Corp. will (as it may be amended from time to time, the “Confidentiality Agreement”), Parent shall hold, and will shall cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates Representatives to hold, any nonpublic all information received from the Company, directly or indirectly, in confidenceconfidence in accordance with the Confidentiality Agreement. • No investigation pursuant to this Section 4.01 shall 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the Parties herein parties hereto contained in this Agreement or the conditions hereunder to the obligations of the Parties parties hereto. The Company agrees that Parent may contact customers, vendors or other persons having business relationships with the Company after consultation with the Company.

Access to Information; Confidentiality. (a) The Company shall, and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, counselagents, financial advisors and other representatives toproperties, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s propertiesfacilities, books, contractsrecords, commitmentscontracts and other assets and shall furnish Parent and Merger Sub all financial, personnel operating and records andother data and information as Parent and Merger Sub through their officers, during employees or agents, may reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such perioddue diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and without disruption or damage to Company's operations or properties. No additional investigations or disclosures shall affect the Company's representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Parent shall, and shall cause the Parent Subsidiaries and the officers, directors, employees and agents of Parent and the Parent Subsidiaries, to, afford the officers, employees and agents of the Company, at its sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish the Company all financial, operating and other data and information as the Company through its officers, employees and representatives toor agents, furnish promptly to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. For The Company, at its sole cost and risk, shall have the purposes of determining right to make such due diligence investigations as the accuracy of the Company shall deem necessary or reasonable, upon reasonable notice to Parent and without disruption or damage to Parent's operations or properties. No additional investigations or disclosures shall affect Parent's representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereundercontained herein, during or limit or otherwise affect the period prior remedies available to the Effective TimeCompany pursuant to this Agreement. (c) The provisions of the Confidentiality Agreement, NeoHydro Technologies Corp. dated February 16, 2004, between Parent and the Company (the "Company Confidentiality Agreement") shall provide remain in full force and effect in accordance with its terms. The provisions of the Confidentiality Agreement, dated March 10, 2004, between the Company and Parent (the "Parent Confidentiality Agreement") shall remain in full force and effect in accordance with 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretoterms.

Access to Information; Confidentiality. The Company shall(a) Between the date hereof and the effective time of the First Merger, Pathlore will afford SumTotal and shall cause its officersauthorized accountants, employees, counsel, financial advisors counsel and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s properties, books, contracts, commitments, records and personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives to, furnish promptly of Pathlore to NeoHydro Technologies Corp. obtain all information concerning its the business, including the status of product development efforts, properties, financial condition, results of operations and personnel of such party, as such other party SumTotal may from time to time reasonably request. For the purposes of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to the requirements of federal No information or state securities laws and (ii) all other information concerning its business, properties, financial condition, operations and personnel as such other party may from time to time reasonably request. Except as required by law, each of the Company and NeoHydro Technologies Corp. will hold, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, knowledge obtained in any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall 5.5 will affect or be deemed to modify any representations representation or warranties of the Parties warranty contained herein or the conditions to the obligations of the Parties heretoparties to consummate the Mergers. Any investigation pursuant to this Section 5.5 shall be conducted in a manner which will not interfere unreasonably with the conduct of business of Pathlore. (b) Between the date hereof and the effective time of the First Merger, SumTotal will afford Pathlore and its authorized accountants, counsel and other representatives reasonable access during normal business hours to the properties, books, records and personnel of SumTotal to obtain all information concerning the business, properties, results of operations and personnel of such party, as Pathlore may reasonably request. Such access shall be of a similar scope to the access provided in connection with Pathlore’s due diligence investigation in connection with its evaluation of the transactions contemplated by this Agreement. No information or knowledge obtained in any investigation pursuant to this Section 5.5 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Mergers. Any investigation pursuant to this Section 5.5 shall be conducted in a manner which will not interfere unreasonably with the conduct of business of SumTotal. (c) The parties acknowledge that Pathlore and SumTotal have previously executed a Confidentiality Agreement, dated December 1, 2004 (the “Confidentiality Agreement”), attached hereto as Exhibit F, which Confidentiality Agreement will continue in accordance with its terms until the Closing shall have occurred, at which time it shall terminate. The Confidentiality Agreement shall continue in full force and effect in the event this Agreement is terminated.

Access to Information; Confidentiality. The Company Each of the Burro Parties and the Kick Parties shall, and shall cause its officers, employees, counsel, financial advisors and other representatives each of their Subsidiaries to, afford to NeoHydro Technologies Corp. each other and its representatives their respective Representatives reasonable access during normal business hours hours, during the period prior to the Initial Effective Time or the termination of this Agreement in accordance with its terms, to its and to the Company’s all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each of the Company Burro Parties and the Kick Parties shall, and shall cause its officers, employees and representatives to, furnish promptly to NeoHydro Technologies Corp. 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 each of determining the accuracy of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. 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 NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. shall, and shall cause its officers, employees and representatives their Subsidiaries to, furnish promptly to the Company upon its request 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, financial condition, operations properties and personnel as may be reasonably requested (including Tax Returns filed and those in preparation and the work papers of its auditors); provided, however, that the foregoing shall not require either Party to disclose any information to the extent such other party may from time disclosure would contravene applicable Law. All such information shall be held confidential in accordance with the terms of (i) the Confidentiality Agreement, between Kick and the Partnership, dated as of October 19, 2023 (the “Confidentiality Agreement”), (ii) the Clean Team Agreement, between the Partnership and Kick, dated as of November 8, 2023 (the “Kick Clean Team Agreement”), and (iii) the Clean Team Agreement between the Partnership and Kick, dated as of November 20, 2023 (the “Burro Clean Team Agreement” and together with the Kick Clean Team Agreement, collectively the “Clean Team Agreements” and each a “Clean Team Agreement”). The obligations of Kick and the Partnership under the Confidentiality Agreement and Clean Team Agreements shall remain in full force and effect in accordance with their terms; provided, however, that nothing in the Confidentiality Agreement or Clean Team Agreements shall be deemed to time reasonably request. Except as required restrict the performance by lawthe Burro or Kick of their respective obligations under this Agreement, each and in the case of any conflict between the terms of this Agreement, on one hand, and the terms of the Company and NeoHydro Technologies Corp. will holdConfidentiality Agreement or Clean Team Agreements, and will cause its respective directorson the other hand, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to the terms of this Section 4.01 Agreement shall affect any representations or warranties of the Parties herein or the conditions to the obligations of the Parties heretocontrol.

Access to Information; Confidentiality. (a) The Company shall, and shall cause its the Company Subsidiaries to, afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors advisers and other representatives torepresentatives, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to the Effective Time to its and to the Company’s all their respective properties, books, contractsContracts, commitments, personnel and records and, during such period, the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly to NeoHydro Technologies Corp. all Parent such copies of the existing books, records, Tax Returns and other documents and information concerning its business, properties, financial condition, operations relating to the Company and personnel the Company Subsidiaries as such other party Parent may from time to time reasonably request. For Without limiting the purposes of determining the accuracy generality of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunderforegoing, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company shall, within two (2) Business Days of request therefor, provide to Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and its representatives with reasonable access during normal business hours any information to its properties, books, contracts, commitments, personnel and records as may which a holder of Company Common Stock would be necessary to enable the Company to confirm the accuracy entitled under Section 220 of the representations and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during DGCL (assuming such period, NeoHydro Technologies Corp. 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 by it during such period pursuant to holder met the requirements of such section). All information exchanged pursuant to this Section 7.02 shall be subject to the Confidentiality Agreement and the Confidentiality Agreement shall remain in full force and effect in accordance with its terms. (b) Notwithstanding the foregoing paragraph and the Confidentiality Agreement, any party to this Agreement (and each employee, agent or representative of the foregoing) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transactions and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is necessary to comply with any applicable federal or state securities laws and (ii) all other information concerning its businesslaws; provided, propertieshowever, financial condition, operations and personnel as that such other party disclosure may from time to time reasonably request. Except as required by law, each not be made until the earlier of the Company and NeoHydro Technologies Corp. will holddate of the public announcement of discussions relating to the Transactions, the date of the public announcement of the Transactions, and will cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence. • No investigation pursuant to this Section 4.01 shall affect any representations or warranties the date of the Parties herein or the conditions to the obligations execution of the Parties heretothis Agreement.

Access to Information; Confidentiality. The Company shallSubject to applicable Law and any applicable Judgment, between the date of this Agreement and shall cause its officers, employees, counsel, financial advisors and other representatives to, afford to NeoHydro Technologies Corp. and its representatives reasonable access during normal business hours during the period prior to earlier of the Effective Time and the termination of this Agreement pursuant to its and to the Company’s propertiesSection 8.01, books, contracts, commitments, personnel and records and, during such periodupon reasonable notice, the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly afford to NeoHydro Technologies Corp. all information concerning its business, properties, financial condition, operations Parent and personnel as such other party may from time to time reasonably request. For the purposes of determining the accuracy of the representations Parent’s Representatives and warranties of NeoHydro Technologies Corp. set forth herein and compliance by NeoHydro Technologies Corp. of its obligations hereunder, during the period prior to the Effective Time, NeoHydro Technologies Corp. shall provide the Company and its representatives with Debt Financing Sources reasonable access during normal business hours to its the officers, employees, agents, properties, books, contracts, commitments, personnel Contracts and records as may be necessary to enable of the Company to confirm and the accuracy Company Subsidiaries (other than any of the representations foregoing that relate to the negotiation and warranties execution of NeoHydro Technologies Corp. set forth herein this Agreement or any similar transaction with a third party or, except as expressly provided in Section 5.02, to any Company Takeover Proposal) and compliance by NeoHydro Technologies Corp. of its obligations hereunder, and, during such period, NeoHydro Technologies Corp. the Company shall, and shall cause its officers, employees and representatives the Company Subsidiaries to, furnish promptly to the Company upon its request (i) a copy of each report, schedule, registration statement Parent and other document filed by it during Parent’s Representatives such period pursuant to the requirements of federal or state securities laws and (ii) all other information concerning its business, propertiespersonnel, financial conditionassets, operations liabilities and personnel properties as such other party Parent may from time to time reasonably request. Except ; provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as required by law, each not to interfere unreasonably with the business or operations of the Company and NeoHydro Technologies Corp. will holdthe Company Subsidiaries; provided further, however, that neither the Company nor any Company Subsidiary shall be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so is reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege held by the Company. In any such event, the Company shall, and will shall cause the Company Subsidiaries to, use its respective directorsreasonable best efforts to communicate, officersto the extent feasible, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic the applicable information in confidencea way that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such liability, including entering into a joint defense agreement, common interest agreement or other similar arrangement. • No investigation All requests for information made pursuant to this Section 4.01 6.02 shall affect any representations be directed to the executive officer or warranties other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of the Parties herein or letter agreement dated as of October 18, 2018, by and among the conditions to Company and Brookfield Infrastructure Group LLC (the obligations of the Parties hereto“Confidentiality Agreement”).