Common use of CFIUS Clause in Contracts

CFIUS. (a) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake their respective reasonable best efforts to prepare and submit promptly, but in any event not later than [***] Days after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders), a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As promptly as practicable following the receipt of notification from CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPA. (b) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake its reasonable best efforts to (i) as promptly as practicable respond to any CFIUS request for information and/or documents with respect to such filings and/or the transactions contemplated hereby, and respond to CFIUS question sets within the prescribed period for response, or within such longer period of time permitted by CFIUS; (ii) permit each other to review any material communication by the other (subject to appropriate redactions to maintain the confidentiality of business information as mutually agreed to by the parties), and consult with the other in advance of any planned meeting or conference, with CFIUS, and, to the extent permitted by CFIUS, grant each other the opportunity to attend and participate in any such planned meeting or conference; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUS, in the case of each of clauses (i) through (iii), to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege). (c) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder shall each use its reasonable best efforts to take all action necessary to obtain the CFIUS Clearance as soon as practicable, including using its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) that CFIUS may assert with respect to the transactions contemplated hereby; provided that each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall not be required to accept any term or restriction that, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the Company and the Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to withdraw and resubmit the relevant CFIUS filing, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate with the other and submit such withdrawal and refiling only if mutually agreed upon by both parties.

CFIUS. (ai) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder Acquiror and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake their respective Company will use reasonable best efforts to prepare and submit promptlypre-file, but in any event not later than [***] Days as promptly as reasonably practicable and advisable after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders)Agreement Date, a declaration to draft joint voluntary notice with CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in Merger or the other transactions contemplated under by this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As promptly as reasonably practicable following the after receipt and resolution of notification comments from CFIUS that it has concluded its review of on the draft noticepre-filing, the SBG Shareholder Acquiror and the Tempus Shareholder will jointly Company shall file with CFIUS a joint voluntary notice under pursuant to the DPADPA with respect to the Merger or the other transactions contemplated hereby. (bii) Notwithstanding Without limiting the obligations set forth in Section 5.1 or anything else in this Agreementgenerality of the foregoing, each of the SBG Shareholder Acquiror and the Tempus Shareholder (and their respective Affiliates, if applicable) Company shall cooperate and undertake its use reasonable best efforts to to: (iA) provide as promptly as reasonably practicable respond to each other’s counsel and to CFIUS any additional or supplemental information and documentary material as may be necessary, proper or advisable in connection with preparation and submission of the notice and thereafter to achieve CFIUS request for information and/or documents with respect to such filings and/or Approval and permit consummation of the transactions contemplated hereby, and respond to CFIUS question sets within the prescribed period for response, or within such longer period of time permitted by CFIUS; (iiB) permit each the other party to review reasonably in advance any material communication by the other (subject to mutually acceptable appropriate redactions to maintain the confidentiality of business information as mutually agreed information) proposed to be given by the parties)it to CFIUS, and consult with the each other in advance of any planned meeting or conference, conference with CFIUS, and, to the extent permitted by CFIUS, grant each give the other party the opportunity to attend and participate in any such planned meeting or conference; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iiiC) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUS, in the case of each of clauses (i) through (iiiA)—(C), to the extent permitted by applicable Law and subject to customary and mutually acceptable confidentiality practices and all applicable privileges (including the attorney-client privilege). (ciii) Notwithstanding anything to the obligations set forth in Section 5.1 or anything else contrary contained in this Agreement, in no event shall Acquiror be obligated to accept (A) any requirement by CFIUS to divest or hold separate (through the SBG Shareholder establishment of a trust, proxy or otherwise) any assets or operations of Acquiror or its Subsidiaries or any assets or operations of the Company and its Subsidiaries or (B) any action, restriction, or condition required by CFIUS as a condition of obtaining CFIUS Approval if the action, restriction, or condition would reasonably be expected to result in individually or in the aggregate, a commercially unreasonable restriction or impairment on the Company and its Subsidiaries, or Acquiror and its Subsidiaries, or their respective assets, products, services, business, operations, directors, officers, or employees (any of the foregoing, a “CFIUS Burdensome Condition”); provided, however, that such CFIUS Burdensome Conditions shall not include, among other things, requirements to (1) appoint a CFIUS-approved Security Director on the board of any Subsidiary of the Company that has a contract with the U.S. federal government, (2) submit cybersecurity or other policies to CFIUS for approval, (3) limit access to customer data to CFIUS-approved employees, (4) engage in CFIUS-approved reviews of Company source code, or (5) appoint a CFIUS-approved, third-party auditor or monitor to oversee compliance with any mitigation agreement or condition. In the event that a CFIUS Burdensome Condition is not acceptable to Acquiror, in its sole and absolute discretion (an “Acquiror Rejected CFIUS Condition”), Acquiror may request a withdrawal of the notice filed with CFIUS in connection with the CFIUS Approval, with which Company shall cooperate and comply, and no party shall have any further obligation to seek CFIUS Approval. Each of the Company and Acquiror shall not be obligated to agree to, commit or effect, (x) any sale, license, holding separate or other disposition of assets or businesses, (y) terminating, relinquishing, modifying, or waiving existing relationships, ventures, contractual rights, obligations or other arrangements, or (z) creating any relationships, ventures, contractual rights, obligations or other arrangements (any of the foregoing, a “Remedial Action”) by CFIUS unless such Remedial Action is conditioned upon, or will occur subsequent to, consummation of the Merger. (iv) Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event that CFIUS notifies Acquiror and the Tempus Shareholder shall each use its reasonable best efforts to take all action necessary to obtain the CFIUS Clearance as soon as practicable, including using its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) Company in writing that CFIUS may assert (A) has completed its review or investigation and has unresolved national security concerns, and (B) intends to send a report to the President of the United States requesting the President’s decision because it (i) recommends that the President act to suspend or prohibit the Merger, (ii) is unable to reach a decision on whether to recommend that the President suspend or prohibit the Merger or (iii) requests that the President make a determination with respect to the transactions contemplated hereby; provided that each of the SBG Shareholder and the Tempus Shareholder Merger (and their respective Affiliates, if applicable) shall not be required to accept any term or restriction that, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the Company and the Transaction Documents. If during any “CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to withdraw and resubmit the relevant CFIUS filingTurndown”), each of either Acquiror or the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each Company may request a withdrawal of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate notice filed with CFIUS in connection with the CFIUS Approval, with which the other party shall cooperate and submit such withdrawal comply, and refiling only if mutually agreed upon by both partiesno party shall have any further obligation to seek CFIUS Approval.

CFIUS. (ai) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) Each Party shall cooperate and undertake their respective use reasonable best efforts to prepare and submit promptlydo, or cause to be done, all things necessary to obtain CFIUS Approval. Such reasonable best efforts shall include: (A) as promptly as practicable after the date of this Agreement, but in any no event not later than [***] twenty (20) Business Days after from the Effective Agreement Date (or such other date as the parties may be mutually agreed between the Initial Shareholdersagree), a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder preparing and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreementfiling, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment periodcausing to be filed, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As promptly as practicable following the receipt of notification from CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPA. (b) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake its reasonable best efforts to (iB) as promptly as practicable respond to any after the resolution of all questions and comments received from CFIUS request for information and/or documents with respect to staff on the draft CFIUS Notice (or receipt of confirmation that the CFIUS staff have no such filings and/or questions or comments), submitting the transactions contemplated hereby, and respond final CFIUS Notice to CFIUS question sets pursuant to 31 C.F.R. Part 800 Subpart E; (C) providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS review, or investigation of the Transactions, within the prescribed period for responsetime periods specified in the applicable regulations or otherwise specified by CFIUS staff; and (D) ensuring that any information furnished pursuant to the foregoing clauses (A) through (C) is true, or within such longer period of time permitted by CFIUS; correct and complete in all material respects. (ii) permit Without limiting the generality of the foregoing, each Party shall, in connection with the efforts to obtain the CFIUS Approval, (A) cooperate in all respects and consult with each other in connection with the CFIUS Notice, including by allowing the other Parties a reasonable opportunity to review any material communication by in advance and comment on drafts of filings and submissions and consider in good faith, the views of the other parties in connection with, any proposed written communication to CFIUS pertaining to the substance of the CFIUS Notice or matters related to the CFIUS process; (B) promptly inform the other Parties of any communication received by such Parties from, or given by such Parties to, CFIUS, by promptly providing copies to the other Parties of any such written communications, except for any exhibits to such communications providing personal identifying information and subject to appropriate redactions to maintain preserve business confidential information; and (C) permit the confidentiality of business information as mutually agreed other Parties to by the parties)review in advance any communication that it gives to, and consult with the one other in advance of any planned meeting meeting, telephone call or conference, conference with CFIUS, and, and to the extent permitted not prohibited by CFIUS, grant each give the other Parties the opportunity to attend and participate in any such planned meeting telephonic conferences or conference; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, in-person meetings with CFIUS, in the case of each of clauses (i) through (iiiA), to the extent permitted by applicable Law (B) and (C) of this Section 6.3(b)(ii) subject to customary confidentiality and all applicable privileges (including considerations contemplated by the attorney-client privilege)CFIUS Statute or required by CFIUS. (ciii) Notwithstanding the obligations set forth in Section 5.1 or anything else in any other provision of this Agreement, if CFIUS notifies the SBG Shareholder and the Tempus Shareholder shall each use its reasonable best efforts to take all action necessary to obtain the CFIUS Clearance as soon as practicable, including using its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) Parties in writing that CFIUS may assert with respect (i) has completed its review or investigation or has determined that it requires no more time to review or investigate; and (ii) intends to send a report to the President recommending that the President act to suspend or prohibit the transactions contemplated herebyby this Agreement (a “CFIUS Turndown”), none of the Parties shall have any further obligation to seek CFIUS Approval, and any party may in its discretion request withdrawal of the CFIUS Notice; provided that each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) this right shall not be required available to accept any term Party whose material breach of any provision of this Agreement resulted in, or restriction thatwas a principal cause of, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the Company and the Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to withdraw and resubmit the relevant CFIUS filing, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate with the other and submit such withdrawal and refiling only if mutually agreed upon by both partiesTurndown.

CFIUS. (a) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) Each Party shall cooperate and undertake their respective use reasonable best efforts to obtain CFIUS Approval. Such reasonable best efforts shall include (i) promptly (and in no event later than thirty-five (35) Business Days from the Agreement Date, unless otherwise agreed by the Parties) prepare and submit promptly, but in any event not later than [***] Days after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders), file a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in draft of a joint voluntary notice of the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if hereby in accordance with the CFIUS Clearance has not been obtained at the conclusion of the Statute; as promptly as practicable provide CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“with any additional or supplemental information requested by CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As joint voluntary notice; and, as promptly as practicable following the receipt of notification from confirmation that CFIUS that it has concluded its review no further comment on the draft of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a joint voluntary notice under the DPA. (b) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake its reasonable best efforts to (i) as promptly as practicable respond to any CFIUS request for information and/or documents with respect to such filings and/or the transactions contemplated hereby, and respond shall submit to CFIUS question sets within a formal joint voluntary notice in accordance with the prescribed period for response, or within such longer period of time permitted by CFIUSCFIUS Statute (the “CFIUS Notice”); (ii) permit providing any information requested by CFIUS or any other agency or branch of the U.S. government in connection with the CFIUS assessment, review, and/or investigation of the Transactions within the timeframes set forth in the CFIUS Statute or within a longer time frame approved by CFIUS in writing, provided that any Party, after consultation with each such other Party, may request in good faith an extension of time pursuant to the CFIUS Statute to respond to CFIUS requests for follow-up information, provided that under no circumstance may a party request any extension that would reasonably be expected to cause CFIUS to reject the CFIUS Notice; (iii) participating (or directing its Representatives to participate) in any informal pre-filing discussions with representatives of CFIUS; (iv) drafting, coordinating, and submitting the notice to CFIUS, including by allowing each such other Party to have an opportunity to review in advance and comment on drafts of filings, subject to redactions 47 of personal identifying information and information reasonably determined by such other Party to be business confidential; (v) informing each such other Party of any communication received by such Party from, or given by such Party to, CFIUS, by promptly providing copies to the other of any such written communications, except for any exhibits to such communications that are otherwise requested by CFIUS to remain confidential from each such other Party or information reasonably determined by such other Party to be business confidential; (vi) permitting each other to review in advance any written communication that any Party provides to CFIUS and any written preparatory materials in respect of any material oral communication except, in each case, for any communications that are requested by the CFIUS to remain confidential from each such other Party or information reasonably determined by such Party to be business confidential, (subject to appropriate redactions to maintain the confidentiality of business information as mutually agreed to by the parties), and consult vii) reasonably consulting with the each other Party in advance of any planned meeting meeting, telephone call or conference, conference with CFIUS, and, and to the extent permitted not prohibited by CFIUS, grant giving each other Party the opportunity to attend and participate in any such planned meeting telephonic conferences or conferencein-person meetings with CFIUS; (viii) preparing for and attending any meetings with CFIUS; and (ix) taking any other reasonably requested action in furtherance of CFIUS Approval. Investor shall pay the filing fee for any CFIUS Notice. Notwithstanding anything to the contrary herein, if CFIUS notifies the Parties in writing that CFIUS (i) has completed its review or investigation or has determined that it requires no more time to review or investigate; and (ii) intends to send a report to the President recommending that the President act to suspend or prohibit the transactions contemplated by this Agreement (a “CFIUS Turndown”), none of the Parties shall have any further obligation to seek CFIUS Approval, and any Party may in its discretion request withdrawal of the CFIUS Notice; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUS, in the case of each of clauses (i) through (iii), to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege). (c) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder shall each use its reasonable best efforts to take all action necessary to obtain the CFIUS Clearance as soon as practicable, including using its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) that CFIUS may assert with respect to the transactions contemplated hereby; provided that each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) right shall not be required available to accept any term Party whose material breach of any provision of this Agreement resulted in, or restriction thatwas a principal cause of, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the Company and the Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to withdraw and resubmit the relevant CFIUS filing, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate with the other and submit such withdrawal and refiling only if mutually agreed upon by both partiesTurndown.

CFIUS. (a) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder Each of Investor and the Tempus Shareholder (and their respective Affiliates, if applicable) Company shall cooperate and undertake their respective use its reasonable best efforts to prepare and submit promptlyobtain the CFIUS Clearance as promptly as practicable. Without limiting the foregoing, but in any event not later than [***] Days as promptly as practicable after the Effective Date (or such other date execution of this Agreement, Investor and the Company shall prepare, prefile a draft joint voluntary notice, and then as may be mutually agreed between the Initial Shareholders)soon as reasonably practicable thereafter, file with CFIUS a declaration to CFIUS (“CFIUS Declaration”) joint voluntary notice pursuant to Section 721 of the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under Transactions. Each party to this Agreement. If Agreement shall provide CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, with any additional or if supplemental information requested by CFIUS or its constituent agencies during the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice (“CFIUS Notice”) within [***] Days of the conclusion of the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond to any CFIUS request for information and/or documents with respect to such draft notice and/or the transactions contemplated thereby. As review process as promptly as practicable following practicable, and in all cases within the receipt amount of notification from CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPAtime allowed by CFIUS. (b) Notwithstanding Without limiting the generality of Investor’s obligations set forth in under Section 5.1 or anything else in this Agreement5.6(a), each of the SBG Shareholder Investor and the Tempus Shareholder (and their respective AffiliatesCompany shall take, if applicable) shall cooperate and undertake its reasonable best efforts or cause to (i) be taken, all actions that are customarily undertaken or reasonably achieved to obtain CFIUS Clearance so as to enable the Closing to occur as promptly as practicable respond to practicable, including promptly making any pre-notification and notification filings required in connection with CFIUS request for Clearance, and providing any information and/or documents requested by CFIUS or any other agency or branch of the United States government in connection with respect to such filings and/or their review of the transactions contemplated hereby, and respond to CFIUS question sets within the prescribed period for response, or within such longer period of time permitted by CFIUS; (ii) permit each other to review any material communication by the other (subject to appropriate redactions to maintain the confidentiality of business information as mutually agreed to by the parties), and consult with the other in advance of any planned meeting or conference, with CFIUS, andthis Agreement. Such efforts also shall include, to the extent permitted by CFIUSnecessary to obtain CFIUS Clearance, grant each other the opportunity execution of mitigation agreements containing terms customarily included in such mitigation agreements, provided however that no party shall be required to attend enter into any agreement that materially interferes with the Investor’s ability to exercise any and participate all rights accorded to it pursuant to the terms of this Agreement in any such planned meeting or conference; provided that neither material respect. With respect to any mitigation, the SBG Shareholder nor Investor and the Tempus Shareholder Company shall be obligated entitled to disclose a reasonable period of time to engage in discussions and negotiations with CFIUS and between themselves on the nature and scope of such measures, to ensure that any agreed upon measures are reasonable without any adverse material effect on the Investor, the Company or its Subsidiaries. Notwithstanding the foregoing, except as set forth on Schedule 5.6(b) hereto, Investor shall not be required to enter into any agreement, consent decree or other commitment to sell the Shares or delete any data belonging to the other any communication Company, and the Company shall not be required to CFIUS that either the SBG Shareholder sell or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised divest material assets of the status and content of any material communications with, and any inquiries Company or requests for additional information or documentary material from, CFIUS, in its Subsidiaries to a third party as a condition to receiving the case of each of clauses (i) through (iii), to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege)CFIUS Clearance. (c) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder Each of Investor and the Tempus Shareholder Company shall each use promptly furnish to the other copies of any notices or written communications received by such party or any of its reasonable best efforts to take all action necessary to obtain the affiliates from CFIUS Clearance as soon as practicable, including using or any of its reasonable best efforts to take all such action as reasonably may be necessary to resolve objections (if any) that CFIUS may assert constituent agencies with respect to the transactions contemplated hereby; provided that by this Agreement, unless otherwise prohibited by CFIUS or applicable Laws, and each of the SBG Shareholder Investor and the Tempus Shareholder (Company shall permit the other’s counsel to have an opportunity to review in advance, and their respective Affiliatessuch party shall consider in good faith the views of such counsel in connection with, if applicable) shall not be required any proposed communications by such party or its affiliates to accept any term or restriction thatCFIUS concerning the transactions contemplated by this Agreement. Notwithstanding the foregoing, in its reasonable discretion each of Investor and only as such a restriction affects the objecting party’s interests: (A) materially restricts the SBG Shareholder or the Tempus ShareholderCompany may, as applicableeither party deems advisable and necessary, from directing, overseeing reasonably designate any competitively sensitive materials or causing information provided to the direction other party under this Section 5.6(c) as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the management other party, and operations such party shall cause such outside counsel not to disclose such materials or information to any employees, officers, directors or other representatives of the Company, including any form of proxy agreement, voting trust agreement or other similar governance structure; (B) impairs unless express written permission is obtained in advance from the collaboration party providing such materials and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or (C) materially impairs the business operations of the Tempus Shareholder or its Affiliates that are unrelated to the Company and the Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity to withdraw and resubmit the relevant CFIUS filing, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate with the other and submit such withdrawal and refiling only if mutually agreed upon by both partiesinformation.

CFIUS. The Company and Purchaser shall jointly assemble all information necessary to complete, and shall submit or cause to be submitted: (ai) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall cooperate and undertake their respective reasonable best efforts to prepare and submit promptly, promptly but in any no event not later more than [***] ten (10) Business Days after the Effective Date (or such other date as may be mutually agreed between the Initial Shareholders)hereof, a declaration to CFIUS (“CFIUS Declaration”) pursuant to the DPA with respect to the Initial Shareholders’ participation in the transactions contemplated under this Agreement. If CFIUS requests, pursuant to the DPA, that the SBG Shareholder and the Tempus Shareholder file a written notice regarding the transactions contemplated under this Agreement, or if the CFIUS Clearance has not been obtained at the conclusion of the CFIUS Declaration’s assessment period, the SBG Shareholder and the Tempus Shareholder agree to prepare and submit a draft joint voluntary notice of the transactions contemplated by this Agreement to CFIUS in accordance with Exon-▇▇▇▇▇▇ (the “CFIUS Draft Voluntary Notice”) within [***] Days of the conclusion of and (ii) promptly after responding to any comments (either written or oral) from the CFIUS Declaration’s assessment period. Each Initial Shareholder shall promptly respond staff on the Draft Voluntary Notice (or as soon as possible after CFIUS staff confirms it has no comments to any CFIUS request for information and/or documents with respect to such draft the Draft Voluntary Notice), a joint voluntary notice and/or of the transactions contemplated therebyby this Agreement to CFIUS in accordance with Exon-▇▇▇▇▇▇ (the “Joint Voluntary Notice”). As The Purchaser’s counsel shall take the lead in the drafting of the Draft Voluntary Notice and Joint Voluntary Notice; provided that neither the Draft Voluntary Notice nor the Joint Voluntary Notice shall be submitted to CFIUS without the mutual written consent of the Company and Purchaser via their respective CFIUS legal counsel. Following submission of the Joint Voluntary Notice, each of the Company and Purchaser shall cooperate (to the extent permitted by Laws) and provide CFIUS with any additional or supplemental information requested by CFIUS regarding such party during the CFIUS review process as promptly as practicable following practicable, and in all cases within the receipt amount of notification from time allowed by CFIUS that it has concluded its review of the draft notice, the SBG Shareholder and the Tempus Shareholder will jointly file with CFIUS a voluntary notice under the DPA. (b) pursuant to Exon-▇▇▇▇▇▇. Notwithstanding the obligations set forth in Section 5.1 or anything else any other provision in this Agreement, each of Purchaser shall have no obligation to share with the SBG Shareholder Company any personal identifier information (“PII”), as such term is defined under the Exon-▇▇▇▇▇▇ regulations, and shall separately submit such PII to CFIUS as set forth in the Tempus Shareholder (and their respective AffiliatesExon-▇▇▇▇▇▇ regulations. Moreover, if applicable) neither the Purchaser nor the Company shall cooperate and undertake its reasonable best efforts have any obligations to (i) as promptly as practicable respond share with the other any confidential business information unrelated to any CFIUS request for information and/or documents with respect to such filings and/or the transactions contemplated herebyby this Agreement, and respond including to CFIUS question sets within the prescribed period for response, or within extent such longer period of time permitted information is requested by CFIUS; (ii) permit each . No party shall communicate with any Governmental Authority in respect of any such filings, investigation or other to review any material communication by inquiry without giving the other (subject to appropriate redactions to maintain the confidentiality party sufficient prior notice of business information as mutually agreed to by the parties), and consult with the other in advance of any planned meeting or conference, with CFIUS, such communication and, to the extent permitted by CFIUSsuch Governmental Authority, grant each other the opportunity to review and comment on any proposed written communication (subject to the terms of this Section 4.7) and, with respect to any oral communication, to attend and and/or participate in any such planned meeting conversation or conference; provided that neither the SBG Shareholder nor the Tempus Shareholder shall be obligated to disclose to the other any communication to CFIUS that either the SBG Shareholder or the Tempus Shareholder considers to be proprietary or confidential; and (iii) keep each other timely apprised of the status and content of any material communications with, and any inquiries or requests for additional information or documentary material from, CFIUSmeeting. The parties, in the case of cooperation with each of clauses (i) through (iii)other, to the extent permitted by applicable Law and subject to customary confidentiality and all applicable privileges (including the attorney-client privilege). (c) Notwithstanding the obligations set forth in Section 5.1 or anything else in this Agreement, the SBG Shareholder and the Tempus Shareholder shall each use its commercially reasonable best efforts to take all action necessary to obtain the CFIUS Clearance as soon as practicableApproval, including using its reasonable best efforts to and without limiting the foregoing, the parties shall take all such action reasonable actions and agree to such reasonable requirements or conditions to mitigate any national security concerns as reasonably may be necessary requested or required by CFIUS in connection with, or as a condition of, the CFIUS Approval; provided, however, that (i) the Purchaser and its Affiliates shall not be required enter into any agreement that interferes with the Purchaser’s or its Affiliates’ ability to resolve objections (if any) that CFIUS may assert with respect to participate as an observer or director on the transactions contemplated hereby; provided that each board of directors of the SBG Shareholder Company or to exercise the full rights of ownership of the Shares; and (ii) neither the Tempus Shareholder Purchaser nor the Company (and nor any of their Affiliates) shall be required to (a) propose, commit to or effect, by consent decree, agreement, hold-separate or administrative order, or otherwise, the sale, transfer, license, divestiture, hold-separate or other disposition of any Shares or any of the businesses, product lines or assets of the Purchaser, the Company or any of their respective Affiliates, if applicable(b) shall not propose, commit to or effect, by consent decree, agreement, hold-separate or administrative order, or otherwise any conditions, restrictions, or requirements that would reasonably be required expected to accept any term or restriction that, in its reasonable discretion and only as such a restriction affects the objecting party’s interests: limit (Aother than nominally) materially restricts the SBG Shareholder or the Tempus Shareholder, as applicable, from directing, overseeing or causing the direction of the management and operations of the Company’s growth or expansion into China or otherwise on a worldwide basis, including (c) defend any form of proxy agreementjudicial or administrative action or similar Proceeding instituted (or threatened to be instituted) by any Person under Exon-▇▇▇▇▇▇ or seek to have any stay, voting trust agreement restraining order, injunction or other similar governance structure; order entered by any Governmental Entity vacated, lifted, reversed, or overturned, or (Bd) impairs the collaboration and exchange of information among the SBG Shareholder, the Tempus Shareholder and the Company as contemplated by this Agreement, agree to do any of the other Transaction Documents or any other Contract between the SBG Shareholder and the Tempus Shareholder; or foregoing. The actions set forth in clauses (Ca) materially impairs the business operations through (d) of the Tempus Shareholder or its Affiliates that are unrelated proviso to the Company and the Transaction Documents. If during any CFIUS review or investigation period, CFIUS offers the SBG Shareholder and the Tempus Shareholder an opportunity immediately preceding sentence are referred to withdraw and resubmit the relevant CFIUS filing, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) agree to withdraw and resubmit upon CFIUS’ first such offer, and, for any subsequent such offers, each of the SBG Shareholder and the Tempus Shareholder (and their respective Affiliates, if applicable) shall coordinate with the other and submit such withdrawal and refiling only if mutually agreed upon by both partiesas a “Burdensome Condition”.