Common use of No MNPI Clause in Contracts

No MNPI. Each of TYDE and BBIG hereby agrees and acknowledges that the transactions contemplated by this Agreement do not constitute material nonpublic information of TYDE or BBIG or any of their respective subsidiaries and that from September 13, 2021 to 4:00 p.m., New York City time, on November 9, 2021 (i) the Holder has not been in possession of any material, nonpublic information received from TYDE, BBIG, any of their respective subsidiaries or any of their respective officers, directors, Affiliates, employees or agents and (ii) the Holder has not been subject to any confidentiality or similar obligations under any agreement, whether written or oral, between TYDE or BBIG or any of their respective subsidiaries or any of their respective officers, directors, Affiliates, employees or agents, on the one hand, and Holder or any of its Affiliates, on the other hand. The Company understands and confirms that the Holder and its Affiliates will rely on the foregoing representations in effecting transactions in securities of TYDE and/or BBIG. TYDE and BBIG shall not, and shall cause each of their respective subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide the Holder with any material, nonpublic information regarding TYDE, BBIG or any of their respective subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that TYDE, BBIG, any of their respective subsidiaries or any of their respective officers, directors, Affiliates employees or agents delivers any material, non-public information to the Holder without the Holder’s express prior written consent, each of TYDE and BBIG hereby covenants and agrees that the Holder’s shall not have any duty of confidentiality to TYDE, BBIG, any of their respective subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to TYDE or BBIG, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, non-public information. Each of TYDE and BBIG understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of TYDE and BBIG.

No MNPI. Each At or prior to 9:30 a.m. (New York City time) on the first (1st) business day following the date of TYDE this Letter Agreement, each of the Borrower and BBIG hereby agrees Aytu shall file a current report on Form 8-K (the “Announcing Form 8-Ks”) with the Securities and acknowledges that Exchange Commission (the “SEC”) describing the terms of the transactions contemplated by this Letter Agreement do not constitute and by the Merger Agreement (including, without limitation, the Transactions) and disclosing any other material nonpublic non-public information (in the context of TYDE United States of America federal securities laws) provided or BBIG made available to the Lenders, the Agent, the Lender, any of their affiliates or any of their officers, directors, employees, attorneys, advisors, representatives or agents (all such persons and entities, collectively, the “Applicable Persons”) by either the Borrower or Aytu or any of the Borrower’s or Aytu’s Subsidiaries or Affiliates or any of their or their respective subsidiaries Subsidiaries’ or Affiliates’ officers, directors, employees, attorneys, representatives or agents prior to the filing of the Announcing Form 8-Ks. Each of the Announcing Form 8-Ks shall include as exhibits thereto this Letter Agreement (including the annexes hereto) and that the Merger Agreement (in each case, without redaction). Each of the Borrower and Aytu represents and warrants to the Lenders, the Agent, the Lenders and each other Applicable Person that, from September 13and after the filing of its applicable Announcing Form 8-K, 2021 no Applicable Person shall be (or shall be deemed to 4:00 p.m., New York City time, on November 9, 2021 (ibe) the Holder has not been in possession of any material, nonpublic material non-public information received from TYDE, BBIGregarding either the Borrower or Aytu, any of their the Borrower’s or Aytu’s Subsidiaries or Affiliates received from, or made available by, the Borrower or Aytu or any of the Borrower’s or Aytu’s respective subsidiaries Subsidiaries or Affiliates or any of their or their respective Subsidiaries’ or Affiliates’ officers, directors, Affiliatesemployees, employees or agents and (ii) the Holder has not been subject to any confidentiality or similar obligations under any agreementattorneys, whether written or oraladvisors, between TYDE or BBIG or any of their respective subsidiaries or any of their respective officers, directors, Affiliates, employees representatives or agents. Notwithstanding any affirmative disclosure obligations of the Borrower pursuant to the terms of this Letter Agreement, on each of the one hand, Borrower and Holder or any of its Affiliates, on the other hand. The Company understands and confirms that the Holder and its Affiliates will rely on the foregoing representations in effecting transactions in securities of TYDE and/or BBIG. TYDE and BBIG Aytu shall not, and shall cause each of their respective subsidiaries Subsidiaries and its Affiliates and each of their and their respective Subsidiaries’ and Affiliates’ officers, directors, Affiliatesemployees, employees attorneys, advisors, representatives and agents, not toagents to not, provide any of the Holder Applicable Person with any material, nonpublic material non-public information regarding TYDEeither the Borrower or Aytu, BBIG or any of their the Borrower’s or Aytu’s respective subsidiaries Subsidiaries or Affiliates or the Transactions from and after the date hereof filing of the Announcing Form 8-Ks with the SEC without the express prior written consent of the HolderLenders, it being acknowledged and agreed that any such consent given prior to the date hereof shall be ineffective from and after the date of the Announcing Form 8-Ks. To Each of the extent Borrower and Aytu hereby acknowledges and agrees that TYDE, BBIG, no Applicable Person shall have any duty of their respective subsidiaries trust or confidence with respect to any of their respective officers, directors, Affiliates employees or agents delivers any material, material non-public information provided to the Holder without the Holder’s express prior written consentany Applicable Person in breach of, each or otherwise possessed by any Applicable Person as a result of TYDE and BBIG hereby covenants and agrees that the Holder’s shall not have any duty of confidentiality to TYDE, BBIGa breach of, any of their respective subsidiaries or the foregoing covenants. Notwithstanding anything to the contrary contained herein, in the event of a breach of any of the foregoing covenants, in addition to any other remedies available at law or in equity, the Lenders and their respective officersAffiliates shall have the right to make a public disclosure, directorsin the form of a press release, Affiliatespublic advertisement or otherwise, employees or agents with respect to, or a duty to TYDE or BBIG, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, applicable material non-public informationinformation without the prior approval by the Borrower, Aytu or any other Person. Each For the avoidance of TYDE doubt, the parties hereto acknowledge and BBIG understands and confirms agree that nothing contained in this Section 4 shall limit the Holder will rely on obligations of the foregoing representations in effecting transactions in securities Borrower under, or the rights of TYDE and BBIGthe Lenders under, Section 5.1(xiii) of the Facility Agreement.