Common use of Confidentiality, Press Releases and Announcements Clause in Contracts

Confidentiality, Press Releases and Announcements. No Party hereto shall (or permit its Representatives (as defined below) to), directly or indirectly: (i) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 which (i) is or becomes publicly available other than as a result of a breach by the Receiving Party; (ii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s and the Company’s directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicated. The Parties acknowledge and agree that any breach of this Section 9.1 by a Party would cause irreparable harm to the other Parties hereto and that, in such event, such other Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure).

Confidentiality, Press Releases and Announcements. No Party hereto shall (or permit its Representatives (as defined below) to), directly or indirectly: (i) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreementtransaction; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s 's due diligence investigation (such party receiving such information, and its Representatives, the “Receiving "RECEIVING Party” " and such party disclosing such information, the “Disclosing Party”"DISCLOSING PARTY"); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section SECTION 9.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section SECTION 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person other than the Parties’ ' respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” "REPRESENTATIVES" refers to each of the Buyer’s 's, the Company's and the Company’s Subsidiary's respective directors, officers, employees, affiliates, representatives, tax representatives or financial advisors, attorneys or agents as so indicatedagents. The Parties acknowledge and agree that any breach of this Section SECTION 9.1 by a Party would cause irreparable harm to the other Parties hereto and that, in such event, such other Parties shall have the right, among other things, to seek preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties, such proposed disclosure being made available to the other Party for review a reasonable period prior to its intended disclosure; providedPROVIDED, howeverHOWEVER, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure).

Confidentiality, Press Releases and Announcements. No Party or Principal hereto shall (or nor permit its Representatives (as defined below) to), directly or indirectly: (ia) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iiib) disclose any information received from another Party or its Representatives (as defined below) in connection with the transactionAcquisition, including without limitation, information received during a Party’s or Principal’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree Seller agrees that the terms of it will not sell or distribute (except to its stockholders as permitted by this Agreement are confidential and shall not be shared with or disclosed to Agreement) any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s and Stock Consideration, Earn Out Stock or purchase any Buyer capital stock, until all Confidential Information about Buyer known to Seller are made public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Company’s directorsStock Consideration, officersEarn Out Stock or purchase any Buyer capital stock, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicateduntil all Confidential Information about Buyer known to the permitted transferee is made public. The Parties and Principals acknowledge and agree that any breach of this Section 9.1 by a Party or Principal would cause irreparable harm to the other Parties Party or Principals hereto and that, in such event, such other Parties each Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties Party may be entitled. In the event that the transaction Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating The Parties and Principals agree and acknowledge that this Agreement will be disclosed in compliance with Buyer’s obligations under the Exchange Act. ***Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the subject matter confidentiality request. Omissions are designated as [***]. A complete version of this Agreement without exhibit has been filed separately with the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties Securities and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure)Exchange Commission.

Confidentiality, Press Releases and Announcements. No Party hereto shall (Except as otherwise expressly permitted by this Agreement, Seller and Buyer will not disclose, the terms of this Agreement or permit its Representatives (as defined below) to)the information provided in this Agreement or in any instrument, directly schedule or indirectlyother document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller and Buyer may disclose the terms of this Agreement to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) make any disclosure relating to any matter contemplated the extent required, in the opinion of counsel to the party making the disclosure, by this Agreementapplicable laws, except rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange commission; (ii) as may be required to receive required consents and approvals in the reasonable opinion of Seller, Buyer in connection with the consummation of the transactions contemplated by this Agreement; (iiiii) disclose to as may be required, in the reasonable opinion of Seller and Buyer, in the defense of Seller or Buyer in any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreementlegal action, regulatory proceeding; or (iiiv) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as may be required by law Buyer or judicial or administrative processes, including any reports required Seller to be filed by the Buyer comply with the Securities and Exchange Commissiona duly served order of a court. Information will not be subject Prior to the provisions of this Section 9.1 which (i) is or becomes publicly available other than as a result of a breach by the Receiving Party; (ii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used hereinClosing Date, the term “Representatives” refers to each of the Buyer’s and the Company’s directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicated. The Parties acknowledge and agree that any breach of this Section 9.1 by a Party would cause irreparable harm to the other Parties neither party hereto and that, in such event, such other Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release (or make any other public disclosure relating announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the subject matter employees, customers or suppliers of this Agreement Seller without the prior written approval of the other Parties; providedparty hereto, howeverexcept as may be necessary, that in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any Party may make such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any public disclosure it believes copy of all or portions of any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement are proposed to be disclosed, the parties shall negotiate in good faith is required by law or regulation (in which case to determine the disclosing Party shall advise the other Parties and provide them with a copy portions of the proposed any such disclosure as reasonably in advance as possible prior may be redacted to making properly preserve the disclosure)confidentiality thereof.

Confidentiality, Press Releases and Announcements. No Neither the Selling Stockholder nor any Party hereto shall (or nor permit its Representatives (as defined below) to), directly or indirectly: (ia) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; or (iib) disclose to any a third party that discussions are taking place among other than the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transactionAcquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 8.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 8.1 had it been in effect at the time of disclosure. The Parties agree Seller agrees that the terms of it will not sell or distribute (except to its stockholders as permitted by this Agreement are confidential and shall not be shared with or disclosed to Agreement) any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, until all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, as long such permitted transferee was in possession of such material *** Confidential Information has been omitted and filed separately with the Company’s directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicatedSecurities and Exchange Commission. non-public information. The Parties acknowledge and agree that any breach of this Section 9.1 8.1 by a Party would cause irreparable harm to the other Parties Party hereto and that, in such event, such other Parties Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties Party may be entitled. In the event that the transaction Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of The Parties agree and acknowledge that this Agreement without will be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the prior written approval of Securities Act or the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure)Exchange Act.

Confidentiality, Press Releases and Announcements. No Party hereto shall (or permit its Representatives (as defined below) to), directly or indirectly: (i) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreementtransaction; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s 's due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” "RECEIVING PARTY" and such party disclosing such information, the “Disclosing Party”"DISCLOSING PARTY"); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 which (i) is or becomes publicly available other than as a result of a breach by the Receiving Party; (ii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person person or entity other than the Parties’ ' respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” "REPRESENTATIVES" refers to each of the Buyer’s 's and the Company’s 's directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys representatives or agents as so indicated. The Parties acknowledge and agree that any breach of this Section 9.1 by a Party would cause irreparable harm to the other Parties hereto and that, in such event, such other Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure).

Confidentiality, Press Releases and Announcements. No Party hereto shall (or nor permit its Representatives (as defined below) to), directly or indirectly: (ia) make any disclosure relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; (ii) disclose to any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iiib) disclose any information received from another Party or its Representatives (as defined below) in connection with the transactionAcquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 8.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 8.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person person or entity other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used hereinSeller agrees that it will not sell or distribute (except to its stockholders as permitted by this Agreement) any Stock Consideration Shares or purchase any Buyer capital stock (except pursuant to Section 2.6), until all Confidential Information about Buyer known to Seller, including without limitation Buyer Financial Statements and Revenue Statements, are made public. Seller agrees that it shall cause any permitted transferee (as provided herein and in the term “Representatives” refers Buyer Agreements) to each of agree not to sell or distribute any Stock Consideration Shares or purchase any Buyer capital stock, until all Confidential Information about Buyer known to the Buyer’s permitted transferee, including without limitation Buyer Financial Statements and the Company’s directorsRevenue Statements, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicatedare made public. The Parties acknowledge and agree that any breach of this Section 9.1 8.1 by a Party would cause irreparable harm to the other Parties Party hereto and that, in such event, such other Parties Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties Party may be entitled. In the event that the transaction Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Parties; providedParty, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party approval shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure)not be unreasonably withheld.

Confidentiality, Press Releases and Announcements. No Neither the Selling Stockholder nor any Party hereto shall (or nor permit its Representatives (as defined below) to), directly or indirectly: (ia) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; or (iib) disclose to any a third party that discussions are taking place among other than the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transactionAcquisition, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 8.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 8.1 had it been in effect at the time of disclosure. The Parties agree Seller agrees that the terms of it will not sell or distribute (except to its stockholders as permitted by this Agreement are confidential and shall not be shared with or disclosed to Agreement) any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s and Stock Consideration or the Company’s directorsEarn Out Stock or purchase any InPhonic capital stock, officersuntil all material non-public information about InPhonic and/or Buyer known to Seller becomes public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Stock Consideration or the Earn Out Stock or purchase any InPhonic capital stock, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicatedlong such permitted transferee was in possession of such material non-public information. The Parties acknowledge and agree that any breach of this Section 9.1 8.1 by a Party would cause irreparable harm to the other Parties Party hereto and that, in such event, such other Parties Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties Party may be entitled. In the event that the transaction Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of The Parties agree and acknowledge that this Agreement without will be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the prior written approval of Securities Act or the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure)Exchange Act.

Confidentiality, Press Releases and Announcements. No Party hereto shall (Except as otherwise expressly permitted by this Agreement, Seller and Buyer will not disclose, and will cause their respective affiliates not to disclose, the terms of this Agreement or permit its Representatives (as defined below) to)the information provided in this Agreement or in any instrument, directly schedule or indirectlyother document exchanged in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, Seller, Buyer and their respective affiliates may disclose the terms of this Agreement to any person, whether by providing such person with photocopies of all or portions thereof or otherwise: (i) make any disclosure relating to any matter contemplated the extent required, in the opinion of counsel to the party making the disclosure, by this Agreementapplicable laws, except rules or regulations, including but not limited to those rules and regulations promulgated by the United States Securities and Exchange Commission; (ii) as may be required to receive required consents and approvals in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in connection with the consummation of the transactions contemplated by this Agreement; (iiiii) disclose to as may be required, in the reasonable opinion of Seller, Buyer, or their respective affiliates, as the case may be, in the defense of Seller, Buyer, or their respective affiliates in any third party that discussions are taking place among the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreementlegal action, regulatory proceeding; or (iiiv) disclose any information received from another Party or its Representatives (as defined below) in connection with the transaction, including without limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as may be required by law Buyer or judicial or administrative processes, including any reports required Seller to be filed by the Buyer comply with the Securities and Exchange Commissiona duly served order of a court. Information will not be subject Prior to the provisions of this Section 9.1 which (i) is or becomes publicly available other than as a result of a breach by the Receiving Party; (ii) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iii) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 had it been in effect at the time of disclosure. The Parties agree that the terms of this Agreement are confidential and shall not be shared with or disclosed to any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used hereinClosing Date, the term “Representatives” refers to each of the Buyer’s and the Company’s directors, officers, employees, affiliates, representatives, tax or financial advisors, attorneys or agents as so indicated. The Parties acknowledge and agree that any breach of this Section 9.1 by a Party would cause irreparable harm to the other Parties neither party hereto and that, in such event, such other Parties shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties may be entitled. In the event that the transaction is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release (or make any other public disclosure relating announcement) related to this Agreement or the transactions contemplated hereby or make any announcement to the subject matter employees, customers or suppliers of this Agreement Seller without the prior written approval of the other Parties; providedparty hereto, howeverexcept as may be necessary, that in the opinion of counsel to the party seeking to make disclosure, to comply with the requirements of this Agreement or applicable law. If any Party may make such press release or public announcement is so required, the party making such disclosure shall consult with the other party prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties. If any public disclosure it believes copy of all or portions of any instrument, schedule or other document exchanged in connection with the transactions contemplated by this Agreement are proposed to be disclosed, the parties shall negotiate in good faith is required by law or regulation (in which case to determine the disclosing Party shall advise the other Parties and provide them with a copy portions of the proposed any such disclosure as reasonably in advance as possible prior may be redacted to making properly preserve the disclosure)confidentiality thereof.

Confidentiality, Press Releases and Announcements. No Party hereto shall (or nor permit its Representatives (as defined below) to), directly or indirectly: (ia) make any disclosure to a third party other than the Parties relating to any matter contemplated by this Agreement, except as required to receive required consents and approvals contemplated by this Agreement; or (iib) disclose to any a third party that discussions are taking place among other than the Parties regarding the transaction except as required to receive required consents and approvals contemplated by this Agreement; or (iii) disclose any information received from another Party or its Representatives (as defined below) in connection with the transactionAcquisition, including without ***Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. limitation, information received during a Party’s due diligence investigation (such party receiving such information, and its Representatives, the “Receiving Party” and such party disclosing such information, the “Disclosing Party”); except as required by law or judicial or administrative processes, including any reports required to be filed by the Buyer with the Securities and Exchange Commission. Information will not be subject to the provisions of this Section 9.1 8.1 which (ix) is or becomes publicly available other than as a result of a breach by the Receiving Party; (iiy) is or becomes available on a non-confidential basis from a source which is not prohibited by contract or law from disclosing such information to the Receiving Party; or (iiiz) was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party other than by means that would be a violation of this Section 9.1 8.1 had it been in effect at the time of disclosure. The Parties agree Seller agrees that the terms of it will not sell or distribute (except to its stockholders as permitted by this Agreement are confidential and shall not be shared with or disclosed to Agreement) any other Person other than the Parties’ respective Representatives who have agreed to maintain the confidentiality thereof. As used herein, the term “Representatives” refers to each of the Buyer’s and Stock Consideration or purchase any Buyer capital stock, until all material non public information about Buyer known to Seller are made public. Seller agrees that it shall cause any permitted transferee to agree not to sell or distribute any of the Company’s directorsStock Consideration or purchase any InPhonic capital stock, officers, employees, affiliates, representatives, tax as long such permitted transferee was in possession of material non public information about Buyer or financial advisors, attorneys or agents as so indicatedInPhonic. The Parties acknowledge and agree that any breach of this Section 9.1 8.1 by a Party would cause irreparable harm to the other Parties Party hereto and that, in such event, such other Parties Party shall have the right, among other things, to preliminary and injunctive relief, in addition to any other relief to which such other Parties Party may be entitled. In the event that the transaction Acquisition is not consummated, the Receiving Party shall promptly return all such written information provided by the Disclosing Party or its Representatives and destroy any copies or notes derived therefrom. No Party shall issue any press release or make any public disclosure relating to the subject matter of The Parties agree and acknowledge that this Agreement without will be disclosed in compliance with InPhonic’s and/or Buyer’s obligations under either the prior written approval of Securities Act or the other Parties; provided, however, that any Party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing Party shall advise the other Parties and provide them with a copy of the proposed disclosure as reasonably in advance as possible prior to making the disclosure)Exchange Act.