Common use of Press Release and Announcements Clause in Contracts

Press Release and Announcements. The parties hereto agree that, from the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior consent of the other parties, except that (i) Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and otherwise as Seller may, after consultation with counsel, reasonably determine is necessary to comply with applicable law or the requirements of the Indenture or the Senior Credit Facility and (ii) such party may make such releases or announcements as may be required by law, rule or regulation of the SEC. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be issued on the Closing Date; provided that, in lieu thereof, each party may (with the consent of the other party) release its own press release to be issued on the Closing Date. The parties hereto agree to keep the terms of this Agreement and the Ancillary Agreements confidential, except that (i) the parties may disclose such terms to the extent required by applicable law (including to obtain the HSR Approval) or for financial reporting purposes, (ii) the parties may disclose such terms to their respective accountants and other representatives as necessary in connection with the ordinary conduct of their respective businesses, and Seller may disclose such terms to Persons exploring a potential acquisition of (or financing related to) any assets related to Seller’s Other Businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement and the Ancillary Agreements confidential (to the extent this Agreement and/or any such Ancillary Agreement is then confidential), and (iii) Seller and its Affiliates may disclose such terms as required pursuant to the provisions of any agreement to which Seller or any of its Affiliates is a party (including the Indenture and the Senior Credit Facility).

Press Release and Announcements. The parties hereto Buyer and Seller agree that, from on and after the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior consent of the other partiesparty, except that (i) Seller as required by applicable Law or for purposes of compliance with financial reporting obligations or stock exchange rules and its Subsidiaries (ii) that each of the Company Entities may make announcements from time to time to their respective employees, customers, suppliers and other business relations and otherwise as Seller may, after consultation with counsel, may reasonably determine is necessary to comply with applicable law Law or the requirements of the Indenture or the Senior Credit Facility and (ii) such party may make such releases or announcements as may be required by law, rule or regulation of the SECany agreement to which any Company Entity is a party. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be issued on or promptly (and in any event within two (2) Business Days) after the Closing Date; provided that, in lieu thereof, each party may (with the consent date of the other party) release its own this Agreement and a joint press release to be issued on the Closing Date. The parties hereto Buyer and Seller agree to keep the terms of this Agreement and the Ancillary Agreements confidential, except that (i) the parties may disclose such terms to the extent and to the Persons to whom disclosure is required by applicable law (including to obtain the HSR Approval) Law or for purposes of compliance with financial reporting purposesobligations or stock exchange rules; provided, (ii) that the parties hereto may disclose such terms to their respective accountants employees, accountants, advisors and other representatives Representatives as necessary in connection with the ordinary conduct of their respective businesses, and Seller may disclose such terms to Persons exploring a potential acquisition of businesses (or financing related to) any assets related to Seller’s Other Businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to to, or are bound by contract to to, keep the terms of this Agreement confidential and so long as the Ancillary Agreements confidential (parties shall be responsible to the extent other parties hereto for breach of this Agreement and/or any Section 5G or such Ancillary Agreement is then confidentialconfidentiality obligations by the recipients of its disclosure). Buyer and Seller further acknowledge and agree that, and (iii) Seller and its Affiliates Madison Dearborn Partners, LLC may disclose such terms as required pursuant and the existence of this Agreement and the transactions contemplated hereby to the provisions of any agreement to which Seller or any of its Affiliates is a party (including in order that such Persons may provide information about the Indenture subject matter of this Agreement and the Senior Credit Facility)transactions contemplated hereby to their respective limited partners and prospective limited partners in connection with their fundraising and reporting activities.

Press Release and Announcements. The parties hereto agree thatUnless otherwise required by applicable Law or stock exchange regulations (in which case the Party making such determination will, from if practicable in the date hereof through circumstances, use reasonable efforts to allow the Closing Date, no public other Parties reasonable time to comment on such release or announcement concerning in advance of its issuance), no Party to this Agreement shall make any public announcements or otherwise communicate with any news media in respect of this Agreement or the transactions contemplated hereby shall be issued or made by or on behalf of any party Transactions without the prior written consent of each of Buyer and Sellers’ Representative (which consent shall not be unreasonably withheld or delayed), and the other parties, except Parties shall cooperate as to the timing and contents of any such announcement; provided that (i) Seller Buyer will issue a press release and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and otherwise as Seller may, after consultation with counsel, reasonably determine is necessary to comply with applicable law or file a Form 8-K before the requirements Nasdaq market opens the day following the receipt of the Indenture or Seller Approval and the Senior Credit Facility Buyer Shareholder Approval, which disclosures will be in form and substance mutually satisfactory to the Parties; (ii) Buyer and the Company Group Members will each notify their employees about the Transactions on the day following the receipt of the Seller Approval and the Buyer Shareholder Approval and such party communications will be in form and substance mutually satisfactory to Buyer and Sellers’ Representative; and (iii) after the first public announcement of this Agreement, any Party may make such releases or announcements as may be required by law, rule or regulation disclosures of the SEC. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be issued on the Closing Date; provided that, in lieu thereof, each party may (with the consent of the other party) release its own press release to be issued on the Closing Date. The parties hereto agree to keep the terms of then-current public information regarding this Agreement and the Ancillary Agreements confidentialTransactions. In the event Buyer or Sellers’ Representative has approved or been consulted with respect to any disclosures as required hereunder, except any Party or its Affiliates shall be entitled to make disclosures substantially similar (as to form and content) to those prior disclosures that (i) Buyer or Sellers’ Representative, as applicable, has approved or been consulted with respect to, as applicable. Nothing herein shall prevent the parties may disclose Company Group Members and Buyer from communicating with their respective employees with respect to this Agreement or the Transactions following the initial communications referred to above; provided, however, that the Company Group Members shall use commercially reasonable efforts to consult with Buyer prior to any such terms communication with regard to the extent required by applicable law (including to obtain the HSR Approval) or for financial reporting purposes, (ii) the parties may disclose content and timing of such terms to their respective accountants and other representatives as necessary in connection with the ordinary conduct of their respective businesses, and Seller may disclose such terms to Persons exploring a potential acquisition of (or financing related to) any assets related to Seller’s Other Businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement and the Ancillary Agreements confidential (to the extent this Agreement and/or any such Ancillary Agreement is then confidential), and (iii) Seller and its Affiliates may disclose such terms as required pursuant to the provisions of any agreement to which Seller or any of its Affiliates is a party (including the Indenture and the Senior Credit Facility)communication.

Press Release and Announcements. The parties hereto Company (including its Subsidiaries), the Sellers, the Blockers and Buyer agree that, from the date hereof through until the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior consent of the other parties, except that (i) Seller and the Company may at its Subsidiaries may discretion make announcements from time to time to their respective its employees, customers, suppliers and other business relations relations, and otherwise as Seller may, after consultation with counsel, the Company may reasonably determine is necessary to comply with applicable law or the requirements of any agreement to which the Indenture or the Senior Credit Facility and (ii) such party may make such releases or announcements as may be required by law, rule or regulation of the SECCompany is a party. Notwithstanding the foregoing, the parties hereto agree that Buyer (and Seller shall cooperate Guarantor) is expressly permitted to prepare a joint issue one or more press release to be issued on releases or other public announcements concerning the transactions contemplated by this Agreement immediately following the execution of this Agreement and the Closing Date; provided that, and at such times may file any documents describing the transactions contemplated herein to the extent required by securities laws or to comply with accounting or other disclosure obligations (in lieu thereof, each party may case in the reasonable judgment of counsel to Buyer (with the consent of the other party) release its own press release to be issued on the Closing Dateand Guarantor). The parties hereto Sellers, the Blockers, the Company and Buyer agree to keep the terms of this Agreement and the Ancillary Agreements confidential, except that (i) the parties may disclose such terms to the extent required by applicable law (including to obtain the HSR Approval) or for financial reporting purposes, (ii) purposes and except that the parties may disclose such terms to their respective accountants employees, accountants, advisors and other representatives as necessary in connection with the ordinary conduct of their respective businesses, and Seller may disclose such terms to Persons exploring a potential acquisition of businesses (or financing related to) any assets related to Seller’s Other Businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement and the Ancillary Agreements confidential (to the extent this Agreement and/or any such Ancillary Agreement is then confidential), and Linden, Siguler and their Affiliates (iiiexcept for the Company) Seller and its Affiliates may disclose such terms as required pursuant to provide information about the provisions subject matter of any agreement to which Seller or any of its Affiliates is a party (including the Indenture this Agreement and the Senior Credit Facility)transactions contemplated hereby in connection with Linden’s, Siguler’s, or their Affiliates’ fund raising, marketing, information and reporting activities.

Press Release and Announcements. The parties hereto Seller and Buyer agree that, from the date hereof through the Closing Date, no public release or announcement concerning the transactions contemplated hereby shall be issued or made by or on behalf of any party without the prior consent of the other parties, except that (i) Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations and otherwise as Seller may, after consultation with counsel, reasonably determine is necessary to comply with applicable law or the requirements of the Indenture or the Senior Credit Facility and (ii) such party may make such releases or announcements as may be required by law, rule or regulation any of the SECIndentures. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be issued on the Closing Date; provided that, in lieu thereof, each party may (with the consent of the other party) release its own press release to be issued on the Closing Date. The parties hereto Seller and Buyer agree to keep the terms of this Agreement and the Ancillary Agreements confidential, except that (i) the parties may disclose such terms to the extent required by applicable law (including to obtain the HSR Approval) or for financial reporting purposes, (ii) the parties may disclose such terms to their respective accountants and other representatives as necessary in connection with the ordinary conduct of their respective businesses, Buyer may disclose such terms to affiliated investment funds or affiliated portfolio companies and Seller may disclose such terms to Persons exploring a potential acquisition of (or financing related to) any assets related to Seller’s Other Businesses, in each case, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of this Agreement and the Ancillary Agreements confidential (to the extent this Agreement and/or any such Ancillary Agreement is then confidential), and (iii) Seller and its Affiliates may disclose such terms as required pursuant to the provisions of any agreement to which Seller or any of its Affiliates is a party (including the Indenture and the Senior Credit FacilityIndentures).

Press Release and Announcements. The Any initial announcement or notice to third parties hereto agree that, from or to the date hereof through public concerning the Closing Date, no public Transactions shall be jointly planned and coordinated between the Company and the Purchaser. No press release or other public announcement concerning (including any release of information to any financial or other media or any independent mergers and acquisitions database) related to the transactions contemplated hereby Transactions shall be issued or made by or on behalf of any party hereto (nor will any party permit any of its advisors to do any thereof) without the prior consent approval of the Equityholders’ Representative and the Purchaser, (a) unless, in the reasonable opinion of counsel, such communication is required by applicable Law, in which case the Equityholders’ Representative and the Purchaser shall be afforded a reasonable opportunity to review and comment on such press release, announcement or communication prior to its issuance, distribution or publication, (b) except for disclosure made in connection with the enforcement of any right or remedy relating to the Transaction, or (c) except for press releases or other parties, except public announcements by the Purchaser or its Affiliates that (i) Seller and its Subsidiaries may make announcements from time to time to do not include the amount of consideration involved hereunder or the name of the Equityholders or their respective employees, customers, suppliers and Affiliates (other business relations and otherwise as Seller may, after consultation with counsel, reasonably determine than the Company). Nothing herein shall prevent any party hereto or any of its Affiliates which is necessary a private equity or other investment fund from making customary disclosures to comply with applicable law or the requirements of the Indenture or the Senior Credit Facility and (ii) such party may make such releases or announcements as may be required by law, rule or regulation of the SECits investors. Notwithstanding the foregoing, Buyer and Seller after the public announcement of the Merger, the Equityholders’ Representative shall cooperate be permitted to prepare a joint press release disclose that it has been engaged to be issued on serve as the Closing Date; provided that, in lieu thereof, each party may (with the consent Equityholders’ Representative as long as such disclosure does not disclose any of the other party) release its own press release to be issued on the Closing Date. The parties hereto agree to keep the terms of the Merger or the other transactions contemplated herein. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] The Parties have caused this Agreement and the Ancillary Agreements confidential, except that (i) the parties may disclose such terms Plan of Merger to the extent required be duly executed by applicable law (including to obtain the HSR Approval) or for financial reporting purposes, (ii) the parties may disclose such terms to their respective accountants authorized officers as of the day and other representatives as necessary in connection with the ordinary conduct of their respective businessesyear first above written. PURCHASER: CONNECTURE, and Seller may disclose such terms to Persons exploring a potential acquisition of (or financing related to) any assets related to Seller’s Other BusinessesINC. By: /s/ Xxxxxxx X. Surges Name: Xxxxxxx X. Surges Title: Chief Executive Officer MERGER SUB: SPEED MERGER SUB, in each caseINC. By: /s/ Xxxxxxx X. Surges Name: Xxxxxxx X. Surges Title: Chief Executive Officer COMPANY: CONNECTEDHEALTH, so long as such Persons to whom the terms of this Agreement are disclosed agree to or are bound by contract to keep the terms of LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Executive Officer PRINCIPAL EQUITYHOLDERS: XXXX X. XXXXXX REVOCABLE LIVING TRUST By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Trustee XXXXXX XXXXXX XXXXXX TRUST By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Trustee GENEIA HOLDINGS LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Manager- Geneia The Parties have caused this Agreement and Plan of Merger to be duly executed by their respective authorized officers as of the Ancillary Agreements confidential day and year first above written. EQUITYHOLDERS’ REPRESENTATIVE SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as Equityholders’ Representative By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Executive Director ANNEXES, EXHIBITS AND SCHEDULES * Annexes Annex I Definitions Annex II Notices Exhibits Exhibit A Certificate of Merger Exhibit B Certificate of Formation of Surviving Entity Exhibit C Limited Liability Company Agreement of Surviving Entity Exhibit D Letter of Transmittal Exhibit D Support Agreement Exhibit E Purchase Price Allocation Exhibit F Principles of Preparation Exhibit G Escrow Agreement Exhibit H Payments Administration Agreement * The annexes (other than Annex I), exhibits and schedules to the extent this Agreement and/or and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K because such annexes, exhibits and schedules do not contain information which is material to an investment decision or which is not otherwise disclosed in the relevant document. The Company hereby agrees to furnish supplementally a copy of any such Ancillary Agreement is then confidential)omitted annex, and (iii) Seller and its Affiliates may disclose such terms as required pursuant exhibit or schedule to the provisions of any agreement to which Seller or any of its Affiliates is a party (including the Indenture Securities and the Senior Credit Facility)Exchange Commission upon request.