Common use of Public Announcements Clause in Contracts

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial Except as may be required by applicable Law, the press release with respect to announcing the execution and delivery of this Agreement shall be a joint press release to issued only in such form as shall be reasonably mutually agreed upon by Parent the Company and the CompanyParent. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement not, without the prior to such consultation and receiving the written consent of the other party (such consent to not be unreasonably withheld), issue any such press release release, have any such communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation; provided, however, that, in the event a party is required by applicable Law to make such any press release, communication, other public statement, except press conference or conference call, as the case may be be, such party may do so without Parent’s (if the Company is the disclosing Party) or the Company’s (if Parent or Merger Sub is the disclosing party) prior written consent provided such party (i) individually notifies Parent (if the Company is the disclosing Party) or the Company (if Parent or Merger Sub is the disclosing party), in each case, in writing, of such press release, communication, other public statement, press conference or conference call to the extent legally permissible, (ii) only discloses information in respect of this Agreement and the Transactions to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules upon the advice of any securities exchange or trading market on which securities outside counsel, and (iii) incorporates all reasonable comments of Parent (if the Company is the disclosing party) or the Company are listed, in which case the party required to make the release (if Parent or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of Merger Sub is the disclosing party), to the extent legally permissible. Without limiting the reach of Notwithstanding the foregoing, provided that the restrictions set forth in this Section 6.10 shall not apply to any release or announcement made or proposed to be made by the Company has not provided Parent with any notice pursuant to Section 5.2(c6.04(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to Parent and Buyer, on the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company other hand, shall consult with one another prior to issuing, and provide each other before issuing, and, to with the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release release, public announcement, public statement or other public statements disclosure with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such release, public announcement, public statement or other public disclosure prior to such consultation and receiving without the prior written consent of the other to issue such press release Parties (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except as may be required by applicable Law, court process Law or by obligations pursuant the rules and regulations of the NYSE (in which event Parent and Buyer, on the one hand, and the Company, on the other hand, shall endeavor, on a basis reasonable under the circumstances, to any listing agreement with provide a meaningful opportunity to Parent and Buyer or rules the Company, as applicable, to review and comment upon such press release, public announcement, public statement or other public disclosure in advance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto); provided that, (a) each of any securities exchange the Company, on the one hand, and Parent and Buyer, on the other hand, may make press releases, public announcements, public statements or trading market on which securities other public disclosures concerning this Agreement or the Transactions that consist solely of Parent information previously disclosed in previous press release, public announcement, public statement or other public disclosure made by Parent, Buyer or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form compliance with this Section 7.04 and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide each of the Company, on the one hand, and Parent and Buyer, on the other hand, may make any press release, public announcement, public statement or other public disclosure in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public announcements, public statements or other public disclosures made by Parent, Buyer or the Company in compliance with stockholder lists this Section 7.04. The Parties agree to issue the previously agreed upon form of joint press release announcing the execution of this Agreement promptly following the execution of this Agreement. The Parties agree that (i) the obligations of the Company under this Section 7.04 shall terminate only with respect to any matter reflecting the Company Recommendation at such time as the Company Board makes a Company Adverse Recommendation Change in connection with a Superior Proposal or Company Intervening Event and (cii) allow and facilitate the obligations of Parent contact under Section 7.04 shall terminate only with stockholders of respect to any matter reflecting the Company and other prospective investorsParent Recommendation at such time as the Parent Board makes a Parent Adverse Recommendation Change in connection with a Parent Intervening Event.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other partytransactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement without the prior to such consultation and receiving the written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement, except as may be statement to the extent required by applicable Applicable Law, court process or by obligations pursuant to any listing agreement with or the rules and regulations of any national securities exchange or trading market on which national securities quotation system; provided, further, that the foregoing shall not (i) apply to any public statement to the extent containing information that is consistent with the joint press release referred to below or any other release or public statement previously issued or made in accordance with this Section 6.06, (ii) any communication in accordance with Section 5.02(e) or (iii) in the event of a Company Adverse Recommendation Change made in compliance with Section 5.02(d), the Company’s public statement containing (x) such Company Adverse Recommendation Change and (y) a statement of the reasons of the Company Board for making such Company Adverse Recommendation Change, and the right of consent (but not the obligation to consult) set forth in this Section 6.06 shall not apply to information referenced under the preceding clauses (x) and (y), except with respect to such information solely relating to Parent or its business, financial condition or results of operations. The parties hereto agree that the Company are listedinitial press release to be issued with respect to the transactions contemplated hereby following execution of this Agreement will be a joint press release and shall be in a form agreed to by Parent and the Company. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Applicable Law, in which case the no party required to make the shall issue any press release or announcement shall use reasonable best efforts to allow make any public statement regarding the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party’s operations, directors, officers or employees without obtaining the other party’s prior written consent. In addition, provided that the Company has not provided Parent parties shall coordinate with any notice pursuant respect to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with employees, suppliers, customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company agents and other prospective investorsstakeholders regarding post-Closing transition, integration and related matters.

Public Announcements. The initial press release with respect to (a) Each of Parent and Merger Sub, on the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company other hand, shall consult with each other before issuing, and, to the extent practicable, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements (including announcements to the employees of the Company and its Subsidiaries) with respect to this Agreement, the Offer, the Merger and consider in good faith the views of the other party, transactions contemplated hereby and shall not issue any such press release or make any such public statement announcement (including announcements to the employees of the Company and its Subsidiaries) without the prior to such consultation and receiving the written consent of the other to issue such press release party, which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which national securities of quotation system; provided, that Parent or the Company are listedmay include disclosures relating to this Agreement, the Offer, the Merger and the transactions contemplated herein in which case its respective periodic filings with the party required to make the release SEC without seeking consent from, or announcement shall use reasonable best efforts to allow consulting with, the other party party, so long as such disclosures are not inconsistent with the information contained in previous press releases, public disclosures or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts (or made individually by the Company or Parent, if previously consented to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition); provided, provided further, that each of Parent and the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are not inconsistent with the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually by a party, if previously consented to by the other party); provided, finally, that the Company has shall not provided Parent with any notice pursuant be required to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent any such opportunity to review or comment in connection with stockholder lists the receipt and existence of the Company an Acquisition Proposal and (c) allow and facilitate Parent contact with stockholders of the Company and matters related thereto or an Adverse Recommendation Change or other prospective investorscommunications contemplated by Section 6.2(e).

Public Announcements. The initial press release with respect to Parent Entities, on the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2one hand, Parent and the Company Entities, on the other hand, shall consult with each other before issuing, and, to the extent practicable, give and provide each other the reasonable opportunity to review and comment upon, any material press release or other material public statements with respect to this Agreement, the Merger Reincorporation Merger, the Share Exchange and consider in good faith the views of the other party, Transactions and shall not (and shall not cause or permit their respective Representatives to) issue any such material press release or make any such material public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementconsultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with with, or rules of of, any securities exchange or trading market on which securities listing authority or as would not be reasonably practicable as a result of Parent requirements of applicable Law or (b) as to any public release or public announcement (x) made or proposed to be made by the Company (acting upon the recommendation of the Special Committee) in connection with a Company Takeover Proposal, a Superior Proposal, a Company Adverse Recommendation Change or any action taken pursuant thereto, in each case, that does not violate Section 7.02 or (y) in connection with any dispute between the parties regarding this Agreement or the Transactions. The Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood and Parent agree that the final initial press release to be issued with respect to the Transactions will be in the form and content heretofore agreed to by the parties. Notwithstanding the foregoing sentences of any such release or announcementthis Section 8.07, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent Entities and the Company shall use commercially reasonable efforts to cooperate to develop all may make any oral or written public announcement materials announcements, releases or statements without complying with the foregoing requirements if the substance of such announcements, releases or statements, was publicly disclosed and make appropriate management available at presentations related previously subject to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsforegoing requirements.

Public Announcements. The initial press release Except as otherwise contemplated by Section 5.5 (Non-Solicitation) or in connection with respect to any dispute among the execution and delivery of parties regarding this Agreement shall be a joint press release to be reasonably agreed upon by Parent and Agreement, the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Merger Sub shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to this Agreement or the Merger transactions contemplated hereby, and consider in good faith the views none of the other party, and parties or their respective Affiliates shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of obtaining the other to issue such press release parties’ consent (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except as that no such consent shall be necessary to the extent disclosure may be required by applicable Law, court process Order or by obligations pursuant to applicable stock exchange rule or any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedparty hereto (and in such event, in which case the such party required to make the release or announcement shall use its reasonable best efforts to allow consult with the other party prior to such disclosure) or parties hereto reasonable time is consistent with prior written communications previously consented to comment on by the other parties. In addition, the Company may, without Parent’s or Merger Sub’s consent, communicate to its investors, employees, customers, suppliers, consultants, Financing Sources (and Representatives of Financing Sources) and Debt Financing Sources Related Parties; provided that such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion communication is consistent with prior communications of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with or any notice pursuant plan previously agreed to Section 5.2(c), by Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to in which case such communications may be made consistent with such plan. For the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)avoidance of doubt, the Company foregoing shall use commercially reasonable efforts to (a) consult with Parent not restrict Parent’s or its Affiliates’ disclosure of information regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, including information related to Parent’s determination to enter into this Agreement, in connection with fundraising, marketing, informational or reporting activities so long as such disclosures are made pursuant to a confidentiality agreement having provisions as to the confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Confidentiality Agreement. For the avoidance of doubt, this Section 5.8 shall not apply to or otherwise restrict any Company communication (bincluding a press release or other public statement) provide Parent with stockholder lists regarding an Alternative Acquisition Proposal or Company communication (including a press release or other public statement) made by the Company from and after a Change of Recommendation by the board of directors of the Company. Notwithstanding anything herein to the contrary, the Company and its Representatives, the Financing Sources (cand their Representatives) allow and/or the Debt Financing Sources Related Parties may make customary disclosures and facilitate Parent contact communications to potential financing sources in relation to obtaining any Financing so long as such persons enter into a confidentiality agreement and a clean team agreement, as applicable, with stockholders the Company, in each case, having provisions as to the confidential treatment of information that are not materially less favorable in the aggregate to the Company than the confidentiality provisions of the Company Confidentiality Agreement and other prospective investorsthe Clean Team Agreement, respectively.

Public Announcements. The initial Stockholder shall not, and shall cause its representatives, not to, directly or indirectly, make any press release with respect release, public announcement or other public communication that criticizes or disparages this Agreement or the Acquisition Agreement or any of the transactions contemplated hereby and thereby, without the prior written consent of Parent; provided, that, nothing herein shall in any way (i) restrict any communications by a director or officer of the Company in the reasonable exercise of his or her fiduciary duties as a director or officer of the Company or prevent or be construed to create any obligation on the part of any director or officer of the Company from making any communications in his or her capacity as such director or officer or (ii) restrict or prohibit any communications permitted pursuant to the execution terms of the Acquisition Agreement. Stockholder hereby (i) consents to and delivery of this Agreement shall be a joint press release to be reasonably agreed upon authorizes the publication and disclosure by Parent and the Company. Except as permitted in accordance with Section 5.2Parent, Parent Merger Sub and the Company shall consult with each (including in the Schedule TO, the Schedule 14D-9 or any other before issuing, and, publicly filed documents relating to the extent practicableMerger, give each the Offer or any other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions transaction contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to Acquisition Agreement) of: (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, Stockholder’s identity; (b) provide Parent with stockholder lists Stockholder’s ownership of the Company Subject Shares; and (c) allow the nature of Stockholder’s commitments, arrangements and facilitate Parent contact understandings under this Agreement, and any other information that Parent, Merger Sub or the Company determines to be necessary in any SEC disclosure document in connection with stockholders the Offer, the Merger or any of the other transactions contemplated by the Acquisition Agreement and (ii) agrees as promptly as practicable to notify Parent, Merger Sub and the Company and other prospective investorsof any required corrections with respect to any written information supplied by Stockholder specifically for use in any such disclosure document. Notwithstanding the foregoing, nothing herein shall limit or affect any actions taken by Stockholder (or any affiliated officer or director of the Company) in compliance with the Acquisition Agreement.

Public Announcements. The initial press release with respect to the execution Each Stockholder shall, and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2cause its controlled Affiliates to, Parent and the Company shall consult with each other before issuing, and, the Special Committee prior to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making public statements announcements, disclosures or communications issued by such Stockholder or its controlled Affiliates with respect to this Agreement, the Merger and consider in good faith Agreement, the views Parent Share Issuance or any of the other partytransactions contemplated by the Merger Agreement, and shall not issue any such press release or make any such press release, public statement announcement, disclosure or communication prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementconsultation, except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities interdealer quotation service or by the request of Parent or the Company are listedany Governmental Entity, in which case the party required Person making the disclosure shall give the Special Committee reasonable opportunity to make review and comment upon such disclosure or communication to the release extent reasonably practicable and legally permitted; provided that, with respect to any Stockholder that is a partnership, the foregoing shall not restrict any communications between such Stockholder and its or announcement shall use reasonable best efforts its Affiliates’ direct or indirect limited partners; provided that such communications do not contain any material non-public information and do not include any statements that could reasonably be construed as critical or adverse to allow the Mergers, the Parent Share Issuance or the other party transactions contemplated by the Merger Agreement or parties hereto reasonable time to comment on such release this Agreement or announcement in advance that would constitute a Change of such issuance (it being understood that Parent Recommendation if made by the final form and content of Parent Board or any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion committee of the disclosing party)Parent Board. Without limiting the reach of Notwithstanding the foregoing, provided that the Company has not provided Parent with any notice pursuant each Stockholder hereby agrees to Section 5.2(c), permit Parent and the Company shall use commercially reasonable efforts to cooperate to develop publish and disclose in the Joint Proxy Statement (including all public announcement materials and make appropriate management available at presentations related to documents filed with the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(cSEC in accordance therewith), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors such Stockholder’s identity and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists beneficial ownership of the Company Subject Shares or other equity interests of Parent and (c) allow the nature of such Stockholder’s commitments, arrangements and facilitate Parent contact with stockholders of the Company and other prospective investorsunderstandings under this Agreement.

Public Announcements. The initial press 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 Party, except that (i) Seller and Buyer may make announcements as they may reasonably determine is necessary to comply with applicable Law or the rules and regulations of any national securities exchange, (ii) each of Seller and its Subsidiaries may make announcements from time to time to their respective employees, customers, suppliers and other business relations; provided that, with respect to the execution Business, to the extent practicable, Seller shall try in good faith to remain within the bounds of Seller’s prior disclosures; and delivery (iii) Seller may file a proxy statement pursuant to the Securities Exchange Act of 1934 describing the transactions contemplated by this Agreement and make announcements with respect to the Business and the transactions contemplated hereby in connection therewith, in each case as it may reasonably determine is necessary or desirable; provided, further, that, such Party shall consult with and agree on the language of any such announcement with the other Party prior to any such announcement to the extent reasonably practicable (and, in the case of the proxy statement and related announcements, Seller shall only be required to consult with Buyer and reasonably consider any comments Buyer may have to such proxy statement) and shall in any event promptly provide the other Party with copies of any such announcement or proxy, as applicable. Notwithstanding the foregoing, Buyer and Seller shall cooperate to prepare a joint press release to be reasonably agreed upon by Parent issued on or promptly (and in any event within two (2) Business Days) after the Company. Except as permitted in accordance with Section 5.2, Parent date of this Agreement and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any a joint press release or other public statements with respect to be issued on the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsClosing Date.

Public Announcements. The initial press release with respect to the execution Janus and delivery of this Agreement Xxxxxxxxx shall, and shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2cause their subsidiaries to, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other making any public statements statement with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement without the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (a) any such press release or public statement that is required by Applicable Law or any listing agreement with any national securities exchange may be issued prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case if the party required to make making the release or announcement shall use statement has used its reasonable best efforts to allow consult with the other party party, (b) the first sentence of this Section 6.9 shall not apply with respect to a Janus Recommendation Change (or any responses thereto) or a Xxxxxxxxx Recommendation Change (or any responses thereto), or the proviso in Section 5.2(b)(ii) or Section 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) or Section 5.3(b)(ii)), (c) the first sentence of this Section 6.9 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties hereto reasonable time to comment on such release or announcement regarding this Agreement, (d) the first sentence of this Section 6.9 shall not apply in advance of such issuance (it being understood that the final form and content respect of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided content that the Company has not provided Parent with any notice pursuant been previously consented to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that or otherwise exempted from this Section 6.9, to the Company has extent replicated in whole or in part in any subsequent press release or other announcement, (e) the first sentence of this Section 6.9 shall not provided Parent apply to any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, so long as such statements are not inconsistent with any notice pursuant previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 6.9 and do not reveal material nonpublic information regarding this Agreement or the Transactions and (f) for the avoidance of doubt, this Section 6.9 shall not apply to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors employees and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsclients.

Public Announcements. The initial press release Contemporaneously with respect to the execution and delivery of this Agreement Agreement, the parties hereto shall be issue a joint initial press release to be reasonably agreed upon by Parent and announcing the Companyexecution of this Agreement in such form as has been as mutually agreed. Except as permitted in accordance with Section 5.2Thereafter, Parent and (i) the Company parties hereto shall consult with one another prior to issuing any press release or otherwise making any public communications (other than required filings addressed in clause (ii) below) in connection with the Merger or the other transactions contemplated by this Agreement and shall provide each other before issuingwith a meaningful opportunity to review and approve (such approval not to be unreasonably withheld or delayed) any such press releases or other public communications, andand (ii) prior to making any required filings with any Governmental Entity, national securities exchange or interdealer quotation service with respect to the extent practicableMerger or the other transactions contemplated by this Agreement, give the parties will consult with one another and will provide each other the reasonable with a meaningful opportunity to review and comment upon, any press release or other public statements such filings, except, with respect to the Merger clauses (i) and consider in good faith the views of the other party(ii) above, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities of Parent or the Company are listed, interdealer quotation service in which case event each party hereto shall endeavor, on a basis reasonable under the party required circumstances, to make the release or announcement shall use reasonable best efforts consult with and provide a meaningful opportunity to allow the other party or parties hereto reasonable time to review, approve or comment on such release or announcement in advance of such issuance (it being understood that as set forth above. Notwithstanding any provision hereof to the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)contrary, Parent and Merger Sub may disclose any and all information relating to this Agreement and the transactions contemplated hereby, including the Merger, the Company shall use commercially and its Subsidiaries, to their financing sources, including lenders; provided, that such financing sources execute reasonable efforts confidentiality agreements with respect to cooperate such information. Notwithstanding anything to develop all public announcement materials the contrary in this Agreement or in any other written or oral understanding or agreement to which the parties hereto are parties or by which they are bound, each party may disclose to any Person, without limitation of any kind, the tax treatment and make appropriate management available at presentations related any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement; provided, however, that no party (nor any Representative thereof) may disclose any information that is not necessary to understanding the tax treatment and tax structure of the transactions contemplated by this Agreement as reasonably requested by (including the other party. In addition, provided identity of the parties and any information that could lead another Person to determine the Company has not provided Parent with identity of the parties) or any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related information to the transactions contemplated hereby, (b) provide Parent with stockholder lists extent that such disclosure could result in a violation of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsany federal or state securities Law.

Public Announcements. Parent and the Company will consult with each other and provide each other the opportunity to review and comment upon any press release or public announcement relating to this Agreement or the Transactions, and shall not, and shall not permit their Affiliates to, issue any such press release or public announcement prior to such consultation, except as may be required by applicable Law, by obligations pursuant to any listing agreement with any national securities exchange or as may be requested by a Governmental Authority, as determined in good faith by the Party making such public announcement or issuing such press release. The Company, Parent and Merger Sub agree that the initial press release with respect to announcing the Transactions and the execution and delivery of this Agreement shall be a joint press release in the form heretofore agreed to be reasonably agreed upon by the Company and Parent. Notwithstanding the foregoing provisions of this Section 4.6, (i) each of the Parties may issue press releases or public announcements concerning the Transactions that are not materially inconsistent with previous press releases or public announcements made by Parent or the Company in compliance with this Section 4.6 and do not reveal material, non-public information regarding the other parties, the Merger or the other Transactions, (ii) each of the Parties, their Affiliates, the Company Representatives and the Company. Except Parent Representatives may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as permitted in accordance any such statements are not materially inconsistent with Section 5.2previous press releases, public disclosures or public statements made by Parent and or the Company in compliance with this Section 4.6 and do not reveal material, non-public information regarding the other parties, the Merger or the other Transactions, (iii) the restrictions set forth in this Section 4.6 shall consult with each other before issuing, and, not apply to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect announcement issued or proposed to the Merger and consider be issued in good faith the views connection with, or in response to, an Acquisition Proposal, Intervening Event, Superior Proposal or a Change of the other party, and shall not issue any Board Recommendation but in each case such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts be subject to allow compliance with the other party or parties hereto reasonable time to comment on provisions of Section 4.4. To the extent that any provision of the Confidentiality Agreement is in conflict with this Section 4.6, such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, provision shall be at deemed amended and superseded by this Section 4.6, mutatis mutandis, and in addition the final discretion restrictions thereunder with respect to “Transaction Information” as defined in the Confidentiality Agreement and the restrictions contained in Section 11 of the disclosing party). Without limiting Confidentiality Agreement will, upon the reach execution and delivery of the foregoingthis Agreement, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent terminate and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials be of no further force and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorseffect.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Parties. No Party shall, and each will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the CompanyTransactions, without the prior written approval of the other Party. Except as permitted in accordance with Section 5.2Notwithstanding the foregoing, Parent and the Company shall consult with each other before issuinga Party, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release its Subsidiaries or their Representatives may issue a public announcement or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be disclosures (a) required by applicable Law, court process or (b) required by obligations pursuant to any listing agreement with or the rules of any securities stock exchange upon which such Party’s or trading market its Subsidiary’s capital stock is traded or (c) consistent with the final form of the joint press release announcing the Merger and the investor presentation given to investors on which securities the morning of Parent or announcement of the Company are listedMerger; provided, in which case the party required to make the release or announcement shall use each case, such Party uses reasonable best efforts to allow afford the other party or parties hereto reasonable time Party an opportunity to comment on such release or announcement in advance of such issuance (it being understood that first review the final form and content of any such release or announcementthe proposed disclosure and provide reasonable comments thereon; and provided, as well as the timing of any such release or announcementhowever, that no provision in this Agreement shall be at deemed to restrict in any manner a Party’s ability to communicate with its employees (provided, that prior to making any written (or prepared broad-based) communications to the final discretion directors, officers or employees of the disclosing party). Without limiting Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the reach of Transactions or compensation or benefits that are payable or to be provided following the foregoingEffective Time, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided provide Parent with a copy of the intended communication (or written summary of any notice pursuant to Section 5.2(cprepared broad-based oral communication), the Company shall use commercially provide Parent a reasonable efforts period of time to (areview and comment on the communication, and the Company shall consider any timely comments in good faith) and that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Company Competing Proposal or a Parent regarding communications with customersCompeting Proposal, stockholdersas applicable, prospective investors and employees matters related to the transactions contemplated herebythereto or a Company Change of Recommendation or Parent Change of Recommendation, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and as applicable, other prospective investorsthan as set forth in Section 6.3 or Section 6.4, as applicable.

Public Announcements. The initial press release with respect to the execution and delivery of Except as otherwise contemplated by Section 6.5, so long as this Agreement shall be a joint press release to be reasonably agreed upon by Parent and is in effect, the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Acquisition Sub shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to this Agreement or the Merger transactions contemplated by this Agreement, and consider in good faith the views none of the other party, and parties hereto or their Affiliates shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of obtaining the other to issue such press release parties’ consent (which consent shall not be unreasonably withheld or make such public statementdelayed), except as that no such consent shall be necessary to the extent disclosure may be required by applicable Law, court process Order or by obligations pursuant to applicable stock exchange rule or any listing agreement with or rules of to which any securities exchange or trading market on which securities of Parent or the Company are listedparty hereto is subject, in which case the party required to make the release or announcement such disclosure shall use its reasonable best efforts to allow allow, to the extent legally permitted, each other party or parties hereto reasonable time to comment on such release or announcement disclosure in advance of such issuance (it being understood that the final form and content of any such release its issuance, or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent is consistent with any notice pursuant prior communications previously consented to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other partyparties. In addition, the Company may, without Parent or Acquisition Sub’s consent, communicate to its employees, customers, suppliers and consultants; provided that such communication is consistent with prior communications of the Company has or any 50 communications plan previously agreed to by Parent and the Company, in which case such communications may be made consistent with such plan. Notwithstanding the foregoing, the restrictions set forth in this Section 6.8 shall not provided Parent apply in connection with any notice pursuant to Section 5.2(c), Adverse Board Recommendation Change or dispute between the Company shall use commercially reasonable efforts to (a) consult with Parent parties regarding communications with customers, stockholders, prospective investors and employees related to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, (b) provide Parent with stockholder lists of the Equity Investor shall be permitted to issue Tweets about the Merger or the transactions contemplated hereby so long as such Tweets do not disparage the Company and (c) allow and facilitate Parent contact with stockholders or any of the Company and other prospective investorsits Representatives.

Public Announcements. The initial press release None of the parties hereto may represent the Investors’ views on any matter or suggest or imply that the Investors are responsible or liable for any activities of the Corporation or any of its Subsidiaries. Except as otherwise provided in this Section 11(t) and other than with respect to filings or notices required by Law or the execution Debt Documents (as defined in the Certificate of Designations), the Corporation may only reference the name and delivery logo of this Agreement shall be an Investor and refer to the aggregate amount of Purchased Securities issued and sold pursuant hereto in (i) any presentations, materials or other disclosures prepared and/or made in connection with a joint press release Public Offering or any offering of debt securities of the Corporation (including in connection with roadshows and analyst meetings), or (ii) in connection with its customary marketing activities in the ordinary course of its business consistent with past practice. Other than with respect to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, filings or notices to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent Law or the Company are listed, Debt Documents (as defined in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance Certificate of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(cDesignations), Parent the Corporation may not refer to an Individual Investor Purchase Price. Each Investor and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials any of their respective Affiliates may publicly disclose their participation (and make appropriate management available at presentations related to solely their participation) in the transactions contemplated by this Agreement and the documents contemplated thereby, and in connection therewith may reference the name and logo of the Corporation. Except with respect to filings or notices required by Law or the Debt Documents (as reasonably requested by defined in the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(cCertificate of Designations), or as otherwise provided in the Company shall use commercially reasonable efforts second, third and fourth sentences of this Section 11(t), each of the Parties will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to (a) consult with Parent regarding communications with customers, stockholders, prospective investors this Agreement and employees related to any of the transactions contemplated herebyby this Agreement, and no Party will make any such news release or public disclosure without first giving prior written notice and consulting with the other Parties and receiving their consent (bwhich shall not be unreasonably withheld or delayed) provide Parent and each Party shall coordinate with stockholder lists of the Company and (c) allow and facilitate Parent contact other with stockholders of the Company and other prospective investorsrespect to any such news release or public disclosure.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement No Party shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issue any press release or other otherwise make written public statements with respect to the Merger and consider in good faith Arrangement or this Agreement without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Company shall not make any filing with any Governmental Authority with respect to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent the Arrangement or the Company are listedtransactions contemplated hereby without prior consultation with the Purchaser, in which case and the party required Purchaser shall not make any filing with any Governmental Authority with respect to the Arrangement or the transactions contemplated hereby without prior consultation with the Company, provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make the release any disclosure or announcement shall use reasonable best efforts to allow the other party filing required under applicable Laws or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcementstock exchange rules, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company Party making the disclosure shall use commercially reasonable efforts to cooperate give prior oral or written notice to develop all the other Party and reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing, and provided further, however, that, except as otherwise required by Section 5.1, (i) the Company shall have no obligation to obtain the consent of or consult with the Purchaser prior to any press release, public announcement materials statement, disclosure or filing by the Company with regard to a Nomad Acquisition Proposal, a Nomad Change of Recommendation or in connection with any dispute between the Parties regarding this Agreement, the Arrangement and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested hereby and (ii) the Purchaser shall have no obligation to obtain the consent of or consult with the Company prior to any press release, public statement, disclosure or filing by the other party. In addition, provided that the Company has not provided Parent Purchaser with regard to a Purchaser Change of Recommendation or in connection with any notice pursuant to Section 5.2(c)dispute between the Parties regarding this Agreement, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors Arrangement and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press Neither Party shall originate any publicity, news release with respect or public announcements, written or oral, whether to the execution and delivery public or press, stockholders or otherwise relating to this Agreement, including their existence, the subject matter to which the agreements relate, performance under the agreements or any of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, andtheir terms, to any amendment hereto or thereto or performances hereunder or thereunder without the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue Party, save only such press release or make such public statement, except as may be announcements that are required by applicable Lawlaw to be made or that are otherwise agreed by the Parties. Such announcements shall be brief and factual. If a Party decides to make an Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. announcement required by law, court process it shall disclose such information only to the extent necessary according to local law and seek to avoid to the maximum possible any disclosure with regard to the financial conditions, chemical structures and names, including INN and substance-code-number. Such party will give the other Party at least [***] advance notice, where possible, of the text of the announcement so that the other Party will have an opportunity to comment upon the announcement. To the extent that the receiving Party reasonably requests that any information in the materials proposed to be disclosed or by obligations deleted, the disclosing Party shall request confidential treatment of such information pursuant to Rule 406 of the Securities Act of 1933 or Rule 24b-2 of the Securities Exchange Act of 1934 as amended, as applicable (or any listing agreement with or rules other applicable regulation relating to the confidential treatment of information) so that there be omitted from the materials that are publicly filed any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood information that the final form and content of any such release or announcementreceiving Party reasonably requests to be deleted, as well as unless in the timing of any such release or announcement, shall be at the final discretion opinion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant Party’s legal counsel such Confidential Information is legally required to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsbe fully disclosed.

Public Announcements. The initial press release with respect to Parent and Buyer, on the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company other hand, shall consult with one another prior to issuing, and provide each other before issuing, and, to with the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release release, public announcement, public statement or other public statements disclosure with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such release, public announcement, public statement or other public disclosure prior to such consultation and receiving without the prior written consent of the other to issue such press release (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or the rules and regulations of any securities exchange or trading market on which securities the NASDAQ, in the case of Parent or Buyer, or the Company are listedNYSE, in the case of the Company, in which case event Parent and Buyer, on the party required to make one hand, and the release or announcement shall use reasonable best efforts to allow Company, on the other party hand, shall endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to Parent and Buyer or parties hereto reasonable time the Company, as applicable, to review and comment on upon such release press release, public announcement, public statement or announcement other public disclosure in advance of such issuance and shall give due consideration to all reasonable additions, deletions or changes suggested thereto; provided, that (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion a) each of the disclosing party). Without limiting Company, on the reach one hand, and Parent and Buyer, on the other hand, may make press releases or public announcements concerning this Agreement or the Transactions that consist solely of information previously disclosed in previous press releases or announcements made by Parent, Buyer and/or the Company in compliance with this Section 7.04 and (b) each of the foregoingCompany, provided that on the one hand, and Parent and Buyer, on the other hand, may make any public statements in response to questions by the press, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures, public statements or other public disclosures made by Parent, Buyer and/or the Company has not provided in compliance with this Section 7.04. The Company will consult with Parent with (and consider in good faith the advice of Parent) prior to sending any notice pursuant material notices or other communication materials to its employees regarding the matters described in Section 5.2(c)5.04 or any other matters relating to the entry of the Parties into this Agreement or the effects of the Transactions. The Company, Parent and Buyer agree to issue (or cause to be issued) the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to previously agreed upon form of joint press release announcing the transactions contemplated by execution of this Agreement as reasonably requested by promptly following the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists execution of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsthis Agreement.

Public Announcements. The initial press release with respect to the execution and delivery of concerning this Agreement and the transactions contemplated hereby shall be a joint press release to be reasonably agreed upon by Parent the Company and the CompanyParent. Except Following such initial press release, except as permitted provided for in accordance with Section 5.2this Agreement, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the Merger and consider in good faith the views about this Agreement or any of the other party, and transactions contemplated by this Agreement. Neither Parent nor the Company shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementconsultation, except as may be to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent Law or the Company are listedApplicable Exchange requirements, in which case the that party required to make the release or announcement shall use its reasonable best efforts to allow consult with the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of before issuing any such release or announcement, as well as the timing of making any such release or announcementpublic statement; provided, shall be at that each party may, without complying with the final discretion of the disclosing party). Without limiting the reach of the foregoingforegoing obligations, provided that the Company has not provided Parent with make any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to statement regarding the transactions contemplated by this Agreement as reasonably requested in response to questions from the press, analysts, investors or those attending industry conferences, and may make internal announcements to employees, to the extent that such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the other party. In additionparties and otherwise in compliance with this Section 5.10 and do not reveal material non-public information regarding this Agreement or the transactions contemplated by this Agreement; provided, provided further, that the Company has Parent’s consent shall not provided Parent with any notice pursuant to Section 5.2(c)be required, and the Company shall use commercially reasonable efforts not be required to consult with Parent in connection with, or provide Parent an opportunity to review or comment upon, any press release or other public statement or comment to be issued or made with respect to any Takeover Proposal or with respect to any actions contemplated by Section 5.4(e), Section 5.4(f) or Section 5.4(g). Notwithstanding the foregoing, without the prior consent of the other parties, (a) consult with Parent regarding communications the Company may communicate with customers, stockholdersvendors, prospective suppliers, financial analysts, investors and employees related to the transactions contemplated herebymedia representatives in a manner consistent with its past practice in compliance with applicable Law, (b) provide may disseminate the information included in a press release or other document previously approved for external distribution by Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact this Section 5.10 shall not apply to any disclosure of information concerning this Agreement in connection with stockholders of any dispute between the Company and other prospective investorsparties regarding this Agreement.

Public Announcements. The initial press release with respect No party to the execution and delivery of this Agreement nor any Affiliate or Representative of such party shall be a joint press release to be reasonably agreed upon by Parent and issue or cause the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, publication of any press release or other public statements with announcement in respect to of this Agreement or the Merger and consider in good faith transactions contemplated by this Agreement without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release party (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except (a) as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any relevant securities exchange or trading market on which securities of Parent or the Company are listedrules, in which case the party required to make the publish such press release or public announcement shall use reasonable best efforts to allow provide the other party or parties hereto a reasonable time opportunity to comment on such press release or public announcement in advance of such issuance publication or (it being understood that b) to the final form and content extent the contents of any such release or announcementannouncement have previously been released publicly by a party hereto or are consistent in all material respects with materials or disclosures that have previously been released publicly without violation of this Section 5.6. Notwithstanding anything herein to the contrary, as well as the timing each of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)Purchaser, Parent and their respective Affiliates may, at any time without the Company shall use commercially reasonable efforts consent of any other party hereto, (a) respond to cooperate to develop all questions or provide a summary or update relating to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent or its Affiliates’ analysts, investors or attendees of any industry conference, (b) make any public announcement materials or statement and make appropriate management available at presentations related issue any press release that provides a summary or update relating to the transactions contemplated by this Agreement as reasonably requested Agreement; provided that in the case of (a) and (b), such responses, summaries, announcements, statement and communications substantially reiterate (and are not inconsistent with) previous responses, summaries, announcements, statements and communications approved in advance by the other party. In addition, provided that and (c) engage in communications required by Law or stock exchange rules, or engage in confidential conversations with the Company has not provided Parent with any notice pursuant stock exchange on which it is listed and (d) subject to Section 5.2(c)5.2, engage in communications and negotiations with prospective debt and/or equity financing sources in respect of the Company shall use commercially reasonable efforts to (a) consult Financings, in each case with Parent regarding communications with customers, stockholders, prospective investors and employees related respect to the transactions contemplated hereby, (b) provide by this Agreement. The parties hereto agree that the initial press release to be issued with respect to the execution of this Agreement shall be in the form heretofore agreed to by Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsPurchaser.

Public Announcements. The initial press release issued by Parent and the Company with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuingissuing any press release, having any communication with the press (whether or not for attribution) or making any other public statement, or scheduling any press conference or conference call with investors or analysts, with respect to this Agreement or the transactions contemplated hereby and, except in respect of any public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association (in which case, such disclosing party will endeavor, on a basis reasonable under the circumstances, to provide a meaningful opportunity to the extent practicable, give each other the reasonable opportunity party to review and comment uponupon such public statement or press release, and will implement any press release or other public statements with respect to the Merger and consider in good faith the views reasonable comments of the other partyparty thereto), and shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation. Notwithstanding the foregoing, (i) without prior to such consultation and receiving consultation, each party may disseminate the written consent of the other to issue such information included in a press release or make such public statementother document previously approved for external distribution by the other parties and unmodified from the version so approved, except as may and the restrictions set forth in this Section 8.04 shall not apply in connection with any dispute between the parties regarding this Agreement or the transactions contemplated hereby and (ii) subject to Section 7.04(g), no provision of this Agreement shall be deemed to restrict in any manner a party’s ability to communicate with its employees. The Company shall not be required by applicable Law, court process or by obligations pursuant any provision of this Agreement to any listing agreement consult with or rules of obtain any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided approval from Parent with any notice pursuant respect to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all a public announcement materials or press release issued in connection with the receipt and make appropriate management available at presentations existence of an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change, other than as set forth in and subject to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent compliance with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors6.03.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement Buyer shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other partynot, and shall not issue permit any such press release of its Affiliates or Representatives to, and Sellers shall not, and shall not permit any of their Affiliates or Representatives to, make any such public statement announcement in respect of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby without the prior to such consultation and receiving the written consent of the other to issue such press release party (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except (a) as may be required by applicable Law, court process including reporting required of Buyer or by obligations pursuant Sellers under the Exchange Act (and only to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedextent so required), in which case the party required to make the release or announcement shall use reasonable best efforts shall, to the extent practicable and permissible by such Law, allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance and the other party shall consider in good faith any proposed modifications provided reasonably promptly or (it being b) to enforce its rights or remedies under this Agreement. It is understood that the final form foregoing shall not restrict Buyer, Sellers and content or their respective Affiliates from making disclosure as Buyer, Sellers or their respective Affiliates, as applicable, deem appropriate in their respective reasonable judgment (A) in connection with any issuance, incurrence or refinancing of any such release Indebtedness (including in any relevant offering documents or announcementinformation memoranda or other marketing materials), as well including the Financing, (B) in connection with any repayment or repurchase offer to the holders of indebtedness for borrowed money under the Securitization Facility or any other indebtedness for borrowed money of Buyer, Sellers or their respective Affiliates pursuant to the terms thereof, (C) pursuant to applicable reporting obligations under the Securitization Facility or the terms of any other Indebtedness of Buyer, Sellers or their respective Affiliates, in each case of clauses (A) through (C), so long as the timing recipients of any such release information are bound by customary confidentiality obligations with respect to such information or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent (D) is consistent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all prior public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested made by the other party. In addition, provided that the Company has not provided Parent parties in accordance with any notice pursuant to this Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors4.6.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the CompanyAgreement. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingissuing any other press release, andor scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to the extent practicable, give consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case, with respect to this Agreement or the Merger and consider in good faith the views of the other partyTransactions, and shall not issue any such press release or make any such other public statement prior relating to such consultation and receiving this Agreement or the written Transactions without the consent of the other to issue party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such press release or make such public statementannouncement that Parent or the Company determines, except as may be after consultation with outside legal counsel, is required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules rule of any national or foreign securities exchange or trading market on association upon which the securities of Parent or the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party or parties hereto reasonable time (taking into account the circumstances) to comment on on, such release or announcement in advance of such issuance (it being understood that issuance, and the final form and content of party will consider any such release reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or announcementconsent, as well as make any public statement in response to questions from the timing of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any such release documents, reports, statements, forms or announcement, shall other filings required to be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided made by Parent with any notice pursuant to Section 5.2(c)the SEC, Parent so long as such statements, announcements and the Company shall use commercially reasonable efforts to cooperate to develop all disclosures substantially reiterate (and are not inconsistent with) previous press releases, public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested disclosures or public statements approved in advance by the other party. In addition; provided, provided that further, no party hereto shall have any obligation to consult with, or obtain the Company has not provided Parent prior written consent of, any other party with respect to any notice pursuant press release, public statement or filing relating to Section 5.2(c)any Takeover Proposal, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsTakeover Transaction or Adverse Recommendation Change.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Post and BellRing. Thereafter, none of Post, SpinCo nor BellRing, nor any of their controlled Affiliates, shall issue or cause the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, publication of any press release or other written communication to the public statements (to the extent that the substance of such press release or other written communication has not previously been issued or made in accordance with this Agreement) with respect to the Merger and consider in good faith Merger, this Agreement or the views of Transactions without the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release parties (which may be oral or make such public statementwritten and shall not be unreasonably withheld, delayed, or conditioned), except as may be required by applicable Law, court process Law or by obligations pursuant to any applicable listing agreement with or rules of any a national securities exchange as determined in the good faith judgment of the party proposing to make such release or trading market on which securities as may be desirable in connection with the intended Tax treatment of Parent or the Company are listed, Transactions (in which case such party, to the extent such party required is reasonably able to make do so, shall not issue or cause the publication of such press release or other public announcement shall use reasonable best efforts to allow without prior consultation with the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting Notwithstanding anything herein to the reach contrary, each party acknowledges and agrees that any party or its Affiliates may, without the consent or approval of any other party, disclose the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent existence and terms of this Agreement and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to Transactions (a) consult in any report, statement, exhibit or other document that it files with Parent regarding communications with customersthe SEC or any other Governmental Authority, stockholdersor in any other document in which any such reports, prospective investors and employees related to the transactions contemplated herebystatements exhibits or other documents are incorporated by reference, (b) provide Parent in any disclosure that is substantially consistent with stockholder lists prior disclosures permitted by this Section 8.8, including (i) in response to questions from the press, analysts, investors or those attending industry conferences, (ii) to any current or prospective customer, vendor, supplier or other Person with which such party or any of the Company its Affiliates does or may do business and (iii) in any internal announcements to employees or (c) allow and facilitate Parent contact in connection with stockholders of the Company and other prospective investorsany dispute between parties to this Agreement.

Public Announcements. The initial (1) Purchaser shall issue a press release with respect to (the “Press Release”) announcing the execution and delivery of this Agreement, (2) Purchaser shall file a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement shall be a joint press release to be reasonably agreed upon by Parent and appending as exhibits this Agreement and the Company. Except Press Release, (3) Purchaser shall file the Registration Statement (as permitted in accordance defined below) along with Section 5.2a preliminary prospectus supplement thereto, Parent and (4) TRT shall file an amendment to the Schedule 13D/A filed on July 17, 2012 reporting the entry into this Agreement (the Press Release, the Form 8-K, and the Company amendment to Schedule 13D/A, the “Disclosure Materials”) , amending any applicable items to confirm its obligations under this Agreement, and appending this Agreement as an exhibit thereto, and the party filing and/or disseminating the applicable Disclosure Materials shall consult with each other before issuing, and, deliver a draft thereof to the extent practicable, give each other party in advance of filing such materials with the SEC or disseminating same (whichever occurs earlier) in order to permit the other party and its counsel with a reasonable opportunity to review and comment uponon such materials, which comments, to the extent deemed to be reasonable and appropriate by the party filing or disseminating such materials (acting in good faith), will be incorporated into such materials prior to the filing of such materials with the SEC and/or the dissemination of the same. Except for the filing and/or disseminating of the Disclosure Materials in accordance with this Section 4.1 and except as reasonably necessary in connection with the Secondary Offering, no party hereto shall make any press release public announcements or other public statements similar publicity with respect to this Agreement (a “Public Announcement”) without the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other party; provided, however, that nothing contained herein shall limit any party from making any announcements, statements or acknowledgments that such party deems in good faith are necessary or advisable to make, issue such press or release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or applicable legal requirements, securities laws (including Section 16 under the Exchange Act), the rules of any national securities exchange exchange, or trading market on which securities of Parent any judicial, administrative or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorslegal order.

Public Announcements. The initial press release with respect to the execution and delivery Each of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press Merger Sub agrees that no public release or other public statements announcement concerning the Transactions (including any communication required to be filed with respect the SEC pursuant to Rule 14a-12 promulgated under the Merger and consider in good faith Exchange Act) will be issued by or on behalf of any of them or their Subsidiaries without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other Company (as to issue any release by Parent or its Affiliates), and Parent (as to any release by the Company or its Subsidiaries), which consent of such press release Parties will not be unreasonably withheld or make such public statementdelayed, except as such release or announcement may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with the rules or rules regulations of any applicable national securities exchange or trading market on Governmental Entity to which securities of Parent or the Company are listedrelevant party is subject, in which case the party required to make the release or announcement shall will use its reasonable best efforts to allow the each other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood issuance. The Company, Parent and Merger Sub agree that the final form initial press release announcing the execution and content delivery of any such this Agreement will be a joint press release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related will not be issued prior to the transactions contemplated by this Agreement as reasonably requested by approval of each of approval of Parent the other partyCompany. In addition, provided that each of the Company, Parent and Sumitomo, will be entitled to issue a separate press releases announcing the execution and delivery of this Agreement which, in the case of the Company’s initial press release, will be subject to prior approval of Parent and, in the case of Parent’s and Sumitomo’s press releases, will be subject to the prior approval of the Company has (in all cases, such approval not provided Parent with any notice pursuant to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing provisions of this Section 5.2(c)6.07, (i) Sumitomo, Parent, the Representatives of Parent, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists Representatives of the Company may make public releases or announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by Parent, Sumitomo and/or the Company in compliance with this Section 6.07, provided that any investor conferences or presentations scheduled by the Company will be subject to Parent’s prior review and consent, such consent not to be unreasonably withheld, conditioned or delayed, (cii) allow Sumitomo, Parent, the Representatives of Parent or Sumitomo, the Company and facilitate Parent contact with stockholders the Representatives of the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are materially consistent with previous press releases, public disclosures or public statements made by the Company, Parent or Sumitomo in compliance with this Section 6.07 and do not reveal material, non-public information regarding the other prospective investorsparties, the Merger, or the other Transactions, and (iii) the restrictions set forth in this Section 6.07 do not apply to any release or announcement (or any portion thereof) made or proposed to be made in connection with, or in response to, an Adverse Recommendation Change or an Alternative Proposal.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Parties and the Companyinvestor presentations given to investors on the morning of announcement of the Arrangement shall be reasonably agreed to by each of the Parties. Except as permitted in accordance with Section 5.2No Party shall, Parent and each will cause its Representatives not to, issue any public announcements or make other public disclosures regarding this Agreement or the Company shall consult with each Transactions, without the prior written approval of the other before issuingParty. Notwithstanding the foregoing, anda Party, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release its Subsidiaries or their Representatives may issue a public announcement or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be disclosures (a) required by applicable Law, court process or (b) required by obligations pursuant to any listing agreement with or the rules of any securities stock exchange upon which such Party’s or trading market its Subsidiary’s capital stock is traded, (c) consistent with the final form of the joint press release announcing the Arrangement and the investor presentations given to investors on which securities the morning of Parent or announcement of the Arrangement and (d) subject to Section 4.4, with respect to filings in connection with the Company are listedCircular or Parent Proxy Statement; provided, in which the case the party required to make the release or announcement shall use of clauses (a) and (b), such Party uses reasonable best efforts to allow afford the other party or parties hereto reasonable time Party a timely opportunity to comment on such release or announcement in advance of such issuance (it being understood that first review the final form and content of the proposed disclosure and provide reasonable comments thereon; and provided, however, that no provision in this Agreement shall be deemed to restrict in any such manner a Party’s ability to communicate with its employees and that neither Party shall be required by any provision of this Agreement to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Company Acquisition Proposal or announcementa Parent Acquisition Proposal, as well applicable, and matters related thereto or a Company Adverse Recommendation Change or a Parent Adverse Recommendation Change, other than as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to set forth in Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors4.3.

Public Announcements. The initial Except as may be required by applicable Law, the press release with respect to announcing the execution and delivery of this Agreement shall be a joint press release to issued only in such form as shall be reasonably mutually agreed upon by Parent the Company and the CompanyParent. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement not, without the prior to such consultation and receiving the written consent of the other party (such consent to not be unreasonably withheld), issue any such press release release, have any such communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation; provided, however, that, in the event a party is required by applicable Law to make such any press release, communication, other public statement, except press conference or conference call, as the case may be be, such party may do so without Parent’s (if the Company is the disclosing Party) or the Company’s (if Parent or Merger Sub is the disclosing party) prior written consent provided such party (i) individually notifies Parent (if the Company is the disclosing Party) or the Company (if Parent or Merger Sub is the disclosing party), in each case, in writing, of such press release, communication, other public statement, press conference or conference call to the extent legally permissible, (ii) only discloses information in respect of this Agreement and the Transactions to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules upon the advice of any securities exchange or trading market on which securities outside counsel, and (iii) incorporates all reasonable comments of Parent (if the Company is the disclosing party) or the Company are listed, in which case the party required to make the release (if Parent or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of Merger Sub is the disclosing party), to the extent legally permissible. Without limiting the reach of Notwithstanding the foregoing, provided that the restrictions set forth in this Section 6.10 shall not apply to any release or announcement with respect to a Change in the Company has not provided Parent with any notice Recommendation made or proposed to be made by the Company pursuant to and in accordance with Section 5.2(c6.04(d), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release An unredacted copy of this Agreement will be disclosed to and may be filed with the Court, and if filed with the Court, the Vendor shall seek a sealing order of the Court with respect to the execution and delivery such unredacted copy. The Vendor shall be entitled to disclose a copy of this Agreement shall be a joint press release to be reasonably agreed upon with the quantum of the Purchase Price, Deposit and allocation of the Purchase Price as set out in Schedule “C” redacted, and all information provided by Parent and the Company. Except as permitted Purchaser in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, andconnection herewith, to the extent practicable, give each service list in the CCAA Proceedings and any other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views parties of the other partyinterest, and a redacted copy of this Agreement may be posted on the Monitor’s website maintained in connection with the CCAA Proceedings. Other than as provided in the preceding two (2) sentences, the Vendor and the Purchaser shall not issue (prior to or after the Closing) any such press release or make any such public statement or public communication with respect to this Agreement or the transactions contemplated hereby without the prior to such consultation and receiving the written consent of the other to Party, which shall not be unreasonably withheld or delayed, provided, however, that a Party may, without the prior consent of the other Party, issue such press release or make such public statementstatement as may, except as may upon the advice of counsel, be required by applicable Law, court process Applicable Law or by obligations pursuant any Governmental Authority with competent jurisdiction including any applicable securities Laws. Notwithstanding any other provision of this Agreement, unless such information is otherwise publicly disclosed or, upon the advice of counsel, required by Applicable Law or by any Governmental Authority to be disclosed (including in any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(cTax Returns), the Company Purchaser shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to not disclose the transactions contemplated hereby, (b) provide Parent with stockholder lists quantum of the Company and (c) allow and facilitate Parent contact with stockholders Purchase Price, Deposit or allocation of the Company Purchase Price as set out in Schedule “C” to any Person without the prior written consent of the Vendor and other prospective investorsthe Monitor.

Public Announcements. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon issued by the Company and Parent and the Company. Except as permitted in accordance with Section 5.2, thereafter Parent and the Company shall use their respective reasonable best efforts to consult with each other before issuing, and, issuing any further press release or otherwise making any public statement (to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release not previously issued or other public statements made in accordance with this Agreement) with respect to the Merger and consider in good faith the views Merger, this Agreement or any of the other partytransactions contemplated by this Agreement. Notwithstanding the foregoing: (a) each of the foregoing parties may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, communicate with employees, suppliers, customers, partners or vendors, and shall not make disclosures in Company SEC Reports, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties (or individually, if approved by the other party), (b) a party may, without such consultation, issue any such press release or make any such public announcement or statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process requirements under Law or by obligations pursuant to any listing agreement with or rules regulations of any applicable United States securities exchange or trading market on which securities the shares of Parent or the Company capital stock of such party are listed; provided, in which case that such party shall, to the party required to make the release extent permitted by Law or announcement shall use reasonable best efforts to allow such regulation, nonetheless consult with the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance release, announcement or statement, and (it being understood that the final form and content of any such release or announcementc) subject in each case to compliance with Section 7.4, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has need not provided consult with Parent in connection with any notice press release, public statement or filing to be issued or made pursuant to Section 5.2(c)7.4 or with respect to any Change in Recommendation, Parent and Acquisition Proposal or Superior Proposal. Nothing herein shall preclude any party from initiating, prosecuting or defending against any litigation between the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by parties arising out of this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to this Agreement, the execution Offer, the Merger and delivery of this Agreement the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingand Parent. Thereafter, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views none of the other partyparties shall (and each of the parties shall cause its Representatives and Affiliates, and shall if applicable, not to) issue any such press release or make any such public statement announcement (to the extent not previously disclosed or made in accordance with this Agreement) concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior to such consultation and receiving the written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its Affiliates or Representatives or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any of their Representatives, in each case, with such consent not to issue be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines in good faith and based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedannouncement, in which case the disclosing party required to make the release or announcement shall use its commercially reasonable best efforts to allow provide the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance and will reasonably consider any comments provided by such other parties, (it being understood that ii) this Section 5.6 shall not in any way restrict the final form Company or create any obligations on the Company with respect to or in connection with any Competing Proposal, Competing Proposal, or Adverse Recommendation Change, or the Company’s or the Company Board’s public announcements or communications in connection therewith, (iii) this Section 5.6 shall not in any way restrict any party with respect to or in connection with any dispute between the parties related to this Agreement or the Transaction, (iv) this Section 5.6 shall terminate upon an Adverse Recommendation Change and content (v) each of the parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such release statements are not materially inconsistent with previous press releases, public disclosures or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested or previously approved by the other party. In additionparty and do not reveal material, provided that non-public information regarding the Company has not provided Parent with any notice pursuant to Section 5.2(c)other parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersOffer, stockholders, prospective investors and employees related to the Merger or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release Unless there has been an Adverse Recommendation Change made in connection with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2an Intervening Event, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, and give each other the reasonable opportunity to review and comment upon, any press release releases, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts, in each case, with respect to this Agreement or the Merger and consider in good faith the views of the other party, transactions contemplated hereby and shall not issue any such press release or make any such public statement prior to without the other party’s written consent (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing: (a) each of Parent and the Company may, without such consultation or consent, issue a press release and receiving make any public statement (including in response to questions from the written consent of the other to issue press, analysts, investors or those attending industry conferences), so long as such press release or statements include only such information contained in, and consistent with, previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if approved by the applicable other party); (b) subject to any other applicable terms of this Agreement, each of Parent and the Company may, without the other party’s prior written consent (but with prior notice and, to the extent reasonably practicable, prior consultation), make such public statement, except any disclosures in any documents to be filed with or furnished to the SEC as may be required by applicable Law, court process federal securities laws or by obligations pursuant to any listing agreement with or rules rule of any national securities exchange or trading market on which securities association; and (c) for the avoidance of doubt, each of Parent and the Company may, without such consultation or consent, make internal communications to employees of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcementtheir respective Subsidiaries, as well applicable, that in the good faith assessment of Parent or the Company, as the timing of any such release or announcementapplicable, shall would not need to be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice publicly filed pursuant to Applicable Law. The restrictions of this Section 5.2(c), Parent and the Company shall use commercially reasonable efforts 8.03 do not apply to cooperate to develop all a public announcement materials or press release issued in connection with an Adverse Recommendation Change made in connection with a Superior Proposal made in compliance with Section 6.03, and make appropriate management available at presentations related to the transactions contemplated Parent shall not be required by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant Section 8.03 to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to or obtain the transactions contemplated hereby, (b) provide Parent with stockholder lists prior consent of the Company and (c) allow and facilitate Parent contact with stockholders of respect to any public announcement or press release responsive to any public announcement or press release issued by the Company and other prospective investorspursuant to this sentence.

Public Announcements. The Company and Parent agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be joint and in a joint press release form agreed to be reasonably agreed upon by Parent the parties and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company parties shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any subsequent press release or making any other public statements announcement with respect to this Agreement and the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement announcement without the prior to such consultation and receiving the written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided that (a) a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement, except as may be announcement to the extent required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or the applicable rules of any securities stock exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of by any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated herebyregulatory authority, (b) provide Parent with stockholder lists each of the Company and Parent may make press releases or public communications concerning this Agreement and the Transactions that consist solely of information previously disclosed in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.8 and (c) allow and facilitate Parent contact with stockholders each of the Company and other Parent may make any public statements in response to questions by the press, analysts, investors or analysts or those participating in investor calls or industry conferences, so long as such statements consist solely of information previously disclosed in previous press releases, public disclosures or public statements made by Parent and/or the Company in compliance with this Section 6.8; provided, further, (x) the Company shall be permitted to issue press releases or make public announcements with respect to any Company Takeover Proposal or from and after a Change of Recommendation without being required to consult with Parent but after providing a copy of such press release or public announcement to Parent prior to issuance thereof and (y) Parent and its Affiliates shall be permitted to make communications to, and provide ordinary course information to its Financing Sources, its direct and indirect equityholders, existing or prospective investorsgeneral and limited partners, members, managers and investors of any of its Affiliates, in each case, who are subject to customary confidentiality restrictions.

Public Announcements. The initial press release with respect to the execution and delivery of concerning this Agreement and the transactions contemplated hereby shall be a joint press release to be reasonably in the form agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, Parties prior to the extent practicableexecution of this Agreement and such initial press release shall be released as promptly as reasonably practicable after the execution of this Agreement. Prior to the Closing, give each other the reasonable opportunity no Party (nor any Affiliate of any Party) shall issue or make, or authorize any of its Representatives or Affiliates to review and comment uponissue or make, any press release (other than the initial press release), public statement, interview, article or other public statements media release (including an internet posting, web blog or other electronic publication) regarding the contents of this Agreement or the transactions contemplated hereby or under any other Transaction Document (any such release, statement or disclosure, a “Public Announcement”) without (x) first providing the other Party with respect an advance copy of such Public Announcement at least two Business Days prior to the Merger time that such Public Announcement is to be made or disclosed and consider in good faith the views of opportunity to comment thereon and (y) the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other Party, which consent shall not be unreasonably delayed, withheld or conditioned; provided, however, that without limiting the obligation of a Party to issue provide the other Party with an advance copy and the opportunity to comment in accordance with clause (x) above (except in the case of clauses (c) or (e) immediately following), such press release or make such public statement, except as may consent shall not be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company foregoing shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to restrict disclosures (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated herebyextent necessary for a Party to perform its obligations under this Agreement (including disclosures to Governmental Bodies), (b) provide Parent with stockholder lists to the extent required (upon advice of counsel) by applicable securities or other Laws or regulations or the applicable rules of any national stock exchange having jurisdiction over any of the Company and Parties or their respective Affiliates, (c) allow and facilitate Parent contact with stockholders to the extent necessary for a Party to enforce the terms of this Agreement, (d) by a Party or its Affiliates of information of the Company type that is customarily disclosed in connection with rating agency, investor, analyst and other prospective investorsearnings call presentations, meetings and conference calls or customary announcements and communications in connection with the Debt Financing or (e) of the terms of this Agreement by either Party to its respective Representatives.

Public Announcements. The initial press release with respect to Except as required by applicable laws, treaties and agreements (including securities laws), the execution and delivery Parties agree that the material terms of this Agreement shall will be a joint press release considered Confidential Information of both Parties. Notwithstanding the foregoing, (a) either Party may disclose such terms as are required to be reasonably agreed upon disclosed in any publicly-filed financial statements or other public statements, pursuant to applicable laws, regulations and stock exchange rules (e.g., the rules of the U.S. Securities and Exchange Commission, NASDAQ, NYSE or any other stock exchange on which securities issued by Parent either party may be listed); provided, such Party shall provide the other Party with a copy of the proposed text of such statements or disclosure (including any exhibits containing this Agreement) sufficiently in advance of the scheduled release or publication thereof to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Company. Except as permitted in accordance with Section 5.2, Parent and Secretary of the Company shall consult with each other before issuing, and, Commission pursuant to the extent practicableRegistrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, give each as amended. afford such other the Party a reasonable opportunity to review and comment upon, any press release or other public statements with respect to upon the Merger and consider in good faith the views proposed text (including redacted versions of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partythis Agreement). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists either Party shall have the further right to disclose the material financial terms of the Company this Agreement under a confidentiality obligation no less protective than as set forth in this Agreement, to any potential acquirer, merger partner or potential providers of financing and their advisors, (c) allow either Party shall have the further right to disclose the material terms of this Agreement to institutional investors, investment bankers, industry analysts and facilitate Parent contact with stockholders other providers of financing, provided that such Party shall use all reasonable efforts to protect the confidentiality of such term, and (d) RIB-X shall have the right to disclose information regarding the development or commercialization status of Products in the Territory to the extent such disclosure is deemed reasonably necessary or desirable by RIB-X or required by applicable laws or stock exchange rules. Neither Party shall make any other statement to the public regarding the execution and/or any other aspect of the Company subject matter of this Agreement, except: (i) where a Party reasonably believes disclosure is required under applicable laws or ethical commercial practice, (ii) either Party may use the text of a statement previously approved by the other Party and (iii) except as provided above, neither Party may make statements pertaining to this Agreement and the subject matter hereof including without limitation information on development or commercialization status of Products without the prior review and consent of the CEO or president of the other prospective investorsParty or an individual designated by such person. The Parties shall discuss and agree (such agreement not to be unreasonably withheld, conditioned or delayed) upon the content and timing of a press release announcing the execution of this Agreement, and neither Party shall issue a press release until such time as the Parties have agreed to such content and timing.

Public Announcements. The initial press release with respect to the execution Orion, Diamond, HoldCo, Orion Merger Sub and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Diamond Merger Sub shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the Merger and consider in good faith the views of the other party, transactions contemplated hereby and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior to such consultation and receiving the written consent of the other other, such consent not to issue be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (a) any such press release release, Financing Disclosure or make such public statement, except statement as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities of Parent or the Company are listed, in which case may be issued prior to such consultation if the party required to make making the release or announcement shall use statement has used its reasonable best efforts to allow consult with the other party party, (b) the first sentence of this Section 6.6 shall not apply with respect to an Orion Recommendation Change (or any responses thereto) or Diamond Recommendation Change (or any responses thereto), or the proviso in Sections 5.2(b)(ii) and 5.3(b)(ii) (or any response to a statement made pursuant to Section 5.2(b)(ii) and 5.3(b)(ii)), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties hereto reasonable time to comment on such release or announcement regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in advance of such issuance (it being understood that the final form and content respect of any such content that has been previously consented to by the other party, or otherwise exempted from this Section 6.6, to the extent replicated in whole or in party in any subsequent press release or other announcement, and (e) the first sentence of this Section 6.6 shall not apply to any public statement regarding the transactions contemplated hereby in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as well as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the timing of parties and otherwise in compliance with this Section 6.6 and do not reveal material nonpublic information regarding this Agreement or the transactions contemplated hereby. As used above, “Financing Disclosure” means any such release reference to, or announcementinformation in connection with, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent Mergers and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent is included in any documents to be filed with any notice pursuant to Section 5.2(cperson (including the SEC), the Company shall use commercially reasonable efforts issued, published and/or distributed by Orion, Diamond, HoldCo, Orion Merger Sub or Diamond Merger Sub in connection with any financing transaction to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists be entered into by any of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsthose parties.

Public Announcements. The initial (a) Subject to Section 5.4(a), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives or Affiliates shall issue any press release releases or make any public announcements with respect to the execution and delivery of this Agreement shall be a joint press release or the transactions contemplated hereby without the prior written consent of, prior to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Closing, Parent and the Company shall consult with and Priveterra or, after the Closing, Priveterra; provided, however, that each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or Party may make any such public statement prior to announcement or other communication (i) if such consultation and receiving the written consent of the announcement or other to issue such press release or make such public statement, except as may be communication is required by applicable Law, court process or by obligations pursuant in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any listing agreement time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party is any Priveterra Party, or rules of any securities exchange with Priveterra, if the disclosing party is the Company, prior to making such announcement or trading market on which securities of Parent other communication, to review such announcement or communication and to give such non-disclosing party the Company are listedopportunity to comment thereon, in which case the party required disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to make the release any time limits imposed thereby in relation to making such announcement or announcement shall other communication, use reasonable best efforts to allow consult with Priveterra prior to making such announcement or other communication and to consider any comments of Priveterra thereon in good faith, (ii) to the extent such announcements or other party or parties hereto reasonable time to comment on such communications contain only information previously disclosed in a public statement, press release or announcement other communication previously approved in advance of such issuance accordance with this Section 5.4, and (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent iii) to Governmental Entities in connection with any notice pursuant Consents required to Section 5.2(c)be made under this Agreement, Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to Ancillary Documents or in connection with the transactions contemplated by hereby or thereby. Notwithstanding anything to the contrary in this Agreement as reasonably requested by Section 5.4 or otherwise in this Agreement, the other party. In addition, provided Parties agree that the Company has not provided Parent with any notice pursuant to Section 5.2(c)Priveterra Parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersSponsor and their respective Representatives may provide general information about the subject matter of this Agreement, stockholders, prospective investors the Ancillary Documents and employees related to the transactions contemplated hereby, (b) provide Parent hereby and thereby to any direct or indirect current or prospective investor or in connection with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsnormal fund raising or related marketing or informational or reporting activities.

Public Announcements. The parties agree that (i) the initial press release with respect to by the Company, and the SEC filing on Form 8-K by the Company, each disclosing the execution and delivery of this Agreement and the transactions contemplated hereby shall be a joint press release to be reasonably agreed upon by Parent and in the Companyforms attached hereto as Exhibits B-C (the “Agreed Disclosures”). Except Each of the parties agrees that, other than the Agreed Disclosures or as permitted in accordance with Section 5.2, Parent and by the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other partyimmediately succeeding sentence, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Lawlaw, court process rule, regulation or by obligations pursuant to any listing agreement with or rules the requirements of any securities self-regulatory organization or stock exchange or trading market on which securities of Parent or the Company are listed, listing requirements (in which case the party required to make the filing, disclosure, communication, release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement thereon in advance of such issuance (it being understood that statement, release, filing, disclosure, communication or announcement and will consider in good faith any comments provided by such party), each of the final form and content of parties hereto will not make any such public statement, press release or announcementother public filing, as well as the timing disclosure, communication, release, or announcement with respect to this Agreement and any of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as Agreement; provided, that nothing herein shall limit or prevent a party from making any statements, press releases or other filings, disclosures, communications, releases or announcements to the extent reasonably requested by related to such party exercising or enforcing any of its rights under this Agreement. Notwithstanding the other party. In additionforegoing, provided each of the parties shall be entitled to make public statements or disclosures that are substantially consistent with the Agreed Disclosures; provided, that Seller shall provide the Company has not provided Parent with any notice pursuant a reasonable time to Section 5.2(c), review and comment on the Company shall use commercially reasonable efforts amendment to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists Schedule 13D of the Company and Seller (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsor its affiliates).

Public Announcements. The initial press release with respect to Neither the execution and delivery Acquiror, the Parent, the Seller nor any Affiliate or Representative of this Agreement such party shall be a joint press release to be reasonably agreed upon by Parent and issue or cause the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, publication of any press release or other public statements announcement or otherwise communicate with any news media in respect to of this Agreement or the Merger and consider in good faith transactions contemplated by this Agreement without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except as may be required by Law or applicable securities exchange rules, in which case the party hereto required to issue publish such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto a reasonable time opportunity to comment on such press release or make such public announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion publication. Each of the disclosing party). Without limiting Seller, the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts Acquiror hereby agrees, to cooperate the extent possible and legally permissible, to develop all public announcement materials notify and make appropriate management available consult with the other parties at presentations related to least 24 hours in advance of filing any notice required by applicable Law. In connection with the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to Transaction Agreements (a) consult with Parent regarding communications with customersthe Parent, stockholdersthe Seller and their Affiliates and Representatives shall not use the name or Trademarks of, prospective investors refer to, or identify the Acquiror, its Affiliates, or the likeness of the Peanuts® characters or any other character licensed by United Feature Syndicate, (including any contraction abbreviation or simulation of any kind of the foregoing), in publicity releases, promotional or marketing materials, announcements, or advertising, without the express written consent of the Acquiror and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists the Acquiror and its Affiliates and Representatives shall not use the name or Trademarks of, refer to, or identify the Parent, the Seller or their respective Affiliates in publicity releases, promotional or marketing materials, announcements, or advertising, without the express written consent of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsParent.

Public Announcements. The initial press release with respect to the execution Company and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give and will provide each other the reasonable opportunity to review and reasonably comment upon, and use reasonable best efforts to agree on, any press release or other public statements with respect to the Merger and consider in good faith the views of the other partytransactions contemplated hereby, and shall not issue any such press release or make any such public statement without the prior to such consultation and receiving the written consent of the other to issue such press release Party (which shall not be unreasonably withheld, delayed or make such public statementconditioned), except as either Party, after consultation with outside counsel, may be determine is required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading stock market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use if it has used reasonable best efforts to allow consult with the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that Party prior thereto regarding the final form timing, scope and content of any such press release or announcementpublic statement; provided, as well as the timing of however, that no such consultation shall be required to make any disclosure or otherwise take any action expressly permitted by Section 5.3 (or for Parent to respond to any such disclosure or action). In addition, except (i) to the extent disclosed in or consistent with the Registration Statement or Proxy Statement in accordance with the provisions of Section 5.4, (ii) to the extent necessary to comply with such Party’s periodic reporting obligations under the Exchange Act, (iii) for any consent given in accordance with this Section 5.9 or (iv) as expressly permitted by Section 5.3 (or for Parent to respond to any such disclosure or action), neither Party shall issue any press release or announcementotherwise make any public statement or disclosure concerning the other Party or the other Party’s business, financial condition or results of operations without the consent of such other Party, which consent shall not be unreasonably withheld, delayed or conditioned. The parties agree that the initial press release to be issued with respect to the transactions contemplated hereby shall be at in the final discretion of form agreed to by the disclosing party)parties. Without limiting the reach of Notwithstanding the foregoing, provided that after the Company has not provided Parent issuance of any press release or the making of any public statement with respect to which the consultation procedures set forth in this Section 5.9 have been followed, either Party may issue such additional publications or press releases and make such other customary announcements without consulting with any notice pursuant to Section 5.2(c)other Party hereto so long as such additional publications, Parent press releases and the Company shall use commercially reasonable efforts to cooperate to develop all announcements do not disclose any non-public announcement materials and make appropriate management available at presentations related to information regarding the transactions contemplated by this Agreement as beyond the scope of, and are reasonably requested by consistent in tone and tenor with, the disclosure included in the press release or public statement with respect to which the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsParty had been consulted.

Public Announcements. The initial press release Other than as required by a Party or its Affiliates to comply with respect to applicable laws or regulations, each Party agrees that the execution and delivery terms of this Agreement are Confidential Information and neither Party shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement announcement disclosing the terms of this Agreement without the prior to such consultation and receiving the written consent of the other Party (not to issue such press release or be unreasonably withheld) and shall, if required by law to make such public statementannouncement: (a) to the extent possible, except as notify the other Party if it anticipates that it may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or public announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, ; (b) provide Parent such other Party with stockholder lists a copy of such public announcement, or the Company relevant portions thereof, a reasonable time prior to its release (and any revisions to such public announcement a reasonable time prior to the release thereof); (c) allow consult with and facilitate Parent contact follow any reasonable directions from the other Party with stockholders respect to disclosures in such public announcement; and (d) if disclosure cannot be avoided, only disclose Confidential Information to the extent necessary to comply with law. LICR and 4-AB anticipate that they may desire to issue joint or individual press releases upon execution of this Agreement, and on the occurrence of significant development milestones (which for LICR shall relate to Select Licensed Products). In each case the Parties shall coordinate with respect thereto. 4-AB and its Affiliates shall be entitled to disclose the results of their research, development and commercialization activities related to this Agreement in their sole and absolute discretion. 4-AB and its Affiliates will not use the names of a Licensor or the names of any of a Licensors officers, scientific faculty or researchers without such Licensor’s prior written consent in any press release, advertising or promotional materials. Public announcements and statements by 4-AB and its Affiliates reporting significant advances in the development and commercialization of Select Licensed Products will acknowledge Licensors’ role in the discovery and validation of the Company and other prospective investorsLicensed Antibody(s), consistent with the provisions of Appendix B attached hereto.

Public Announcements. The initial From the date hereof, Parent, HNS, Newco and the Investor shall cooperate in good faith to jointly prepare all press release releases and public announcements pertaining to this Contribution Agreement and the Contemplated Transactions, and none of Parent, HNS, Newco, the Investor nor their respective Affiliates, shall issue or otherwise make any public announcement or communication pertaining to this Contribution Agreement or the Contemplated Transactions without the prior consent of the Investor (in the case of Parent, Newco, HNS and their Affiliates) or Parent (in the case of the Investor and its Affiliates), except as required by Law or by any U.S. Governmental Authority (including the FCC) or by the rules and regulations of, or pursuant to any agreement with, any stock exchange. None of the foregoing parties shall unreasonably withhold approval from the other with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or public announcement. If any party determines, with the advice of counsel, that it is required by Law to make any such public statement prior to such consultation and receiving the written consent of this Contribution Agreement, the other to Transaction Documents or any terms hereof or thereof public or otherwise issue such a press release or make a similar public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other parties regarding such public statementdisclosure, except seek confidential treatment for such terms or portions of this Contribution Agreement or the other Transaction Documents as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other partyparties (other than in connection with the filings with the FCC) and disclose only such information as is legally compelled to be disclosed. In addition, provided that For the Company has not provided Parent with any notice pursuant to Section 5.2(c)avoidance of doubt, the Company restrictions set forth in this section shall use commercially reasonable efforts not apply to (a) consult with Parent regarding communications with by any party to employees, customers, stockholders, prospective investors potential customers and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists other third parties of the Company Business in connection with performance of this Contribution Agreement and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsTransaction Documents.

Public Announcements. The initial press release with respect Company will not, and will cause its Subsidiaries to the execution not, and delivery Parent will not, and will cause each of this Agreement shall be a joint press release its Subsidiaries to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2not, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issue any press release or other public statements with respect to announcement concerning the Merger and consider in good faith Contemplated Transactions without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press (which consent may not be unreasonably withheld, conditioned, or delayed), except any release or make such public statement, except as may be announcement required by applicable Law, court process Law or by obligations pursuant any rule or regulation of NYSE or any other stock exchange to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedrelevant party is subject, in which case the party required to make the release or announcement shall will use commercially reasonable best efforts to allow the each other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (issuance; it being understood that the final form and content of any such release or announcement, as well as to the timing of any such release or announcementextent so required, shall will be at the final discretion of the disclosing party). Without limiting The restrictions of this Section 5.9 do not apply to a press release or announcement issued by the reach Company in connection with, or following, an Acquisition Proposal or a Change of Board Recommendation made in compliance with Section 5.3 and Parent shall not be required by this Section 5.9 to consult with or obtain prior consent of the Company with respect to any press release or announcement responsive to any press release or announcement issued by the Company pursuant to this sentence. Notwithstanding the foregoing, provided that Parent, Merger Sub, and following the Company has not provided Parent with any notice pursuant to Section 5.2(c)Effective Time, Parent the Surviving Corporation, and their respective Affiliates may provide ordinary course communications regarding this Agreement and the Company shall use commercially reasonable efforts Contemplated Transactions to cooperate such Person’s existing or prospective general and limited partners, equity holders, members, managers, lenders and investors of any Affiliates of such Person, in each case, who are subject to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorscustomary confidentiality restrictions.

Public Announcements. The initial press release with respect to this Agreement, the execution Offer, the Merger and delivery of this Agreement the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingand Parent. Thereafter, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views none of the other partyparties shall (and each of the parties shall cause its representatives and affiliates, and shall if applicable, not to) issue any such press release or make any such public statement announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior to such consultation and receiving the written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its affiliates or any Parent Representative, or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any Company Representative, in each case, with such consent not to issue be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines, based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedannouncement, in which case the disclosing party required to make the release or announcement shall use its commercially reasonable best efforts to allow provide the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance issuance, (it being understood that ii) this Section 5.7 shall terminate upon a Adverse Recommendation Change and (iii) each of the final form and content of parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such release statements are not materially inconsistent with previous press releases, public disclosures or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts to cooperate to develop all and do not reveal material, non-public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by information regarding the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersOffer, stockholders, prospective investors and employees related to the Merger or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to During the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Pre-Closing Period, Parent and neither the Company shall consult with each other before issuing, and, to on the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of one hand nor Parent on the other party, and hand shall not issue any such press release or make any such public statement regarding this Agreement or the Merger, or regarding any of the other transactions contemplated by this Agreement, without the prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except party. Except as may be required by applicable Applicable Law, court process treaty, rule or by obligations pursuant regulation of any Governmental Body or judicial process, from and after the Closing, the Company Stockholders and the Stockholder’ Representative agree to, and shall cause their Affiliates and Representatives to: (a) treat and hold as confidential (and not disclose or provide access to any listing agreement Person) all confidential, nonpublic information of Parent, Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, including without limitation confidential non-public information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of Contracts, operations methods, product development techniques and all other confidential or proprietary information with respect to Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or rules any of their Affiliates, (b) in the event that a Company Stockholder, the Stockholders’ Representative or any securities exchange of their respective Affiliates or trading market on which securities Representatives becomes legally compelled to disclose any such information, provide Parent with prompt written notice of such requirement so that Parent may seek a protective order or other remedy or waive compliance with this Section 5.4, and (c) in the Company are listedevent that such protective order or other remedy is not obtained, in which case the party or Parent waives compliance with this Section 5.4, furnish only that portion of such confidential information that is legally required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form be provided and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use exercise its commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to, to the transactions contemplated extent allowable by applicable Legal Requirements, treaty, rule or regulation of any Governmental Body, obtain assurances that confidential treatment will be accorded such information; provided, however, that this Agreement sentence shall not apply to any information that (w) enters the public domain other than as reasonably requested a result of a breach of this Section 5.4, (x) becomes known from or through a third party not under an obligation of non-disclosure or (y) was independently developed by a Company Stockholder or its Affiliates or Representatives without using any such information belonging to Merger Sub I, Merger Sub II, Interim Surviving Corporation, the other partySurviving Company or any of their Affiliates; and provided, further, however that, with respect to Intellectual Property of Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, specific information shall not be deemed to be within the foregoing exception merely because it is embraced in general disclosures in the public domain. In addition, provided that the Company has not provided Parent with any notice pursuant respect to Section 5.2(c)Intellectual Property of Merger Sub I, Merger Sub II, Interim Surviving Corporation, the Surviving Company or any of their Affiliates, any combination of features shall use commercially reasonable efforts not be deemed to (a) consult with Parent regarding communications with customers, stockholders, prospective investors be within the foregoing exception merely because the individual features are in the public domain unless the combination itself and employees related to its principle of operation are in the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorspublic domain.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the Merger and consider in good faith the views of the other party, this Agreement and shall not issue any such press release or make any such public statement without the prior to such consultation and receiving the written consent of the other to issue such press release (which consent shall not be unreasonably withheld or make such public statementdelayed), except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities the NYSE or other stock exchange or trading market on which securities of Parent or the Company are is listed, ; provided that Parent and Acquisition Sub may make public statements regarding any Competing Proposal that has been made public or in which case the party required response to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content public statements of any such release person (other than research analysts and proxy advisory firms) recommending or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with encouraging stockholders of the Company not to tender their shares of Common Stock into the Offer, after consulting with the Company with respect to such public statements to the extent permitted by Law, court process or any listing agreement with or rules of the NYSE or other stock exchange on which securities of Parent or the Company is listed. With respect to any communications to be delivered orally, including by conference call or webcast, this Section 6.7 shall be deemed satisfied if, to the extent practicable, the disclosing party gives advance notice of such disclosure to the other party, including copies of any talking points, scripts or similar documents, and consults with the other prospective investorsparty and considers in good faith any comments by such other party with respect thereto; provided, that the prior agreement of the other party shall be required with respect to such disclosures to the extent that the non-disclosing party reasonably determines that any disclosure would be materially adverse to the non-disclosing party. Notwithstanding the foregoing, the restrictions set forth in this Section 6.7 shall not apply to any public statement made or proposed to be made by the Company or Parent in connection with or following a Change of Recommendation.

Public Announcements. The initial press release with respect to Following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)Agreement, the Company shall use commercially reasonable efforts issue the press release announcing the terms of this Agreement, in the form attached hereto as Exhibit B (the “Press Release”), and shall file a Current Report on Form 8-K with the SEC disclosing the terms of this Agreement and attaching as exhibits this Agreement and the Press Release. None of the parties hereto will make any other public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release. Upon the appointment of a director to fill the Class I vacancy pursuant to Section 1(e) hereof, the Company shall issue a press release in a form reasonably acceptable to the Ramius Group to announce such appointment. The Company shall provide the Ramius Group with a draft of the press release for its review at least twenty-four (24) hours prior to its issuance. Neither the Ramius Group nor any of its members shall make any public statements (including in any filing with the SEC or any other regulatory or governmental agency, including any stock exchange); provided, however, that nothing herein shall limit the ability of the Ramius Group to (ai) consult issue any public statement, including any statement pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, regarding its opposition to any matters submitted for a vote of stockholders or any Board-approved proposals or (ii) issue any public statement, including any statement pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act, regarding how it intends to vote and the reasons therefor with Parent respect to any extraordinary transaction of any kind or nature between the Company and any third party or related party or (iii) in a manner consistent with this Agreement, file an amendment or amendments to its Schedule 13D regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists Common Stock of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and as required by law or to make other prospective investorssecurities or tax filings as required by law.

Public Announcements. The initial press release with respect to Promptly following the execution and delivery hereof, each Party may issue a press release announcing the execution of this Agreement shall be a joint press release to be reasonably and the transactions contemplated hereby in the forms previously agreed upon by Parent the Company and the CompanyParent. Except as permitted in accordance with Section 5.2Following such initial press release, (a) Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger transactions contemplated hereby and consider in good faith (b) neither Parent nor the views of the other party, and Company shall not issue any such press release or release, make any such other public statement prior to or schedule any such consultation and receiving press conference or conference call without the written consent of the other Party (and, in the case of any such action by Parent, the consent of the Special Committee); provided, however, that the restrictions set forth in this Section 9.03 shall not apply to issue such press any release or make such public statement, except as may be statement (i) required by Applicable Law or any applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, authority (in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company Parties shall use commercially reasonable efforts to (ax) consult with Parent regarding communications with customers, stockholders, prospective investors each other prior to making any such disclosure and employees related consider in good faith any comments proposed by such other Party and (y) to the transactions contemplated herebyextent reasonably practicable, cooperate (bat the other Party’s expense) provide Parent in connection with stockholder lists of the other Party’s efforts to obtain a protective order), or (ii) made or proposed to be made by the Company in compliance with Section 7.03 with respect to the matters contemplated by Section 7.03 (or by Parent in response thereto). Notwithstanding the foregoing, the Parties may make oral or written public announcements, releases or statements without complying with the foregoing requirements if the substance of such announcements, releases or statements was publicly disclosed and (c) allow and facilitate Parent contact with stockholders of previously subject to the Company and other prospective investorsforegoing requirements.

Public Announcements. The initial Each of the Company, Parent and SMP will be entitled to issue a separate press release with respect to announcing the execution and delivery of this Agreement shall which, in the case of the Company’s initial press release, will be a joint subject to prior consultation with Parent, and, in the case of Parent’s or SMP’s press release release, will be subject to be reasonably agreed upon by Parent and prior consultation with the Company. Except as permitted Each of the Company, Parent, Merger Sub and SMP agrees that no public release or announcement concerning the Transactions (including any communication required to be filed with the SEC pursuant to Rule 14a-12 promulgated under the Exchange Act) will be issued by or on behalf of any of them or their Subsidiaries (x) in accordance the case of any release by Parent or its controlled Affiliates, without prior consultation with Section 5.2the Company, (y) in the case of any release by the Company or its Subsidiaries, without prior consultation with Parent and (z) in the case of any release by SMP, Parent and shall provide the Company shall with an opportunity to consult with SMP, in each other before issuing, andcase, to the extent reasonably practicable; provided that: (i) SMP, give each other Parent, the reasonable opportunity to review Representatives of Parent, the Company and comment uponthe Representatives of the Company may make public releases or announcements concerning the Transactions that are substantially consistent with previous press releases or announcements made by SMP, any press release or other Parent and/or the Company in compliance with this Section 6.07; (ii) the Company and the Representatives of the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are consistent with respect to previous press releases, public disclosures or public statements made by the Merger Company or Parent in compliance with this Section 6.07 and consider in good faith the views of do not reveal material, non-public information regarding the other partyParties, and shall not issue any such press release the Merger, or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementTransactions; (iii) SMP, except as may be required by applicable LawParent, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities the Representatives of Parent or the Company are listedand, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant subject to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c6.08(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists Representatives of the Company may, without prior consultation with each other, make internal announcements to their respective employees, and (c) allow and facilitate Parent contact with stockholders of the Company and its Affiliates may make announcements to their respective customers or other prospective investorsbusiness partners; provided that such announcements include disclosure that are otherwise consistent with the Parties’ permitted prior public disclosures regarding this Agreement and the Transactions; and (iv) the restrictions set forth in this Section 6.07 do not apply to any release or announcement (or any portion thereof) made or proposed to be made in connection with, or in response to, an Adverse Recommendation Change or an Alternative Proposal.

Public Announcements. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by and thereafter, each of Parent and Merger Sub, on the one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company other hand, shall consult with each other before issuing, and, to the extent practicable, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement, the Merger and consider in good faith the views of the other party, transactions contemplated hereby and shall not issue any such press release or make any such public statement announcement without the prior to such consultation and receiving the written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed) except and solely to issue such press release or make such public statement, except as may be the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities quotation system; provided, that the Company may include disclosures relating to this Agreement, the Offer, the Merger and the transactions contemplated herein in its periodic filings with the SEC without seeking consent from, or consulting with, Parent so long as such disclosures are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent and the Company (or individually, if previously consented to by Parent); provided, further, that each of Parent or and the Company may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are listedsubstantially similar to the information contained in previous press releases, in which case public disclosures or public statements made jointly by Parent and the party Company (or individually, if previously consented to by the other party); provided, finally, that the Company shall not be required to make provide Parent, and Parent shall not be required to provide the release Company, any such opportunity to review or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such any press release to be issued, or announcement in advance filing to be made with the SEC, with respect to the receipt and existence of such issuance an Acquisition Proposal and matters related thereto or an Adverse Recommendation Change (it being understood and agreed that this proviso does not in any way affect the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists obligations of the Company and (c) allow and facilitate Parent contact under Section 6.4, including with stockholders respect to providing copies of the Company correspondence and other prospective investorsmaterials to Parent).

Public Announcements. The initial press release with respect to Following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2date hereof, Parent and the Company shall consult be permitted to issue a press release in compliance with each other before issuing, and, Rule 135 under the Securities Act and file the Private Placement Memorandum with disclosure relating to this Agreement and the extent practicable, give each other transactions contemplated hereby and to file this Agreement with the reasonable Private Placement Memorandum or a subsequent amendment. Each Investor shall have the opportunity to review and comment uponon the press release prior to its issuance and to review and comment on any portion of the Private Placement Memorandum or any amendment thereto that describes the transactions hereunder or such Investor, which review and comment shall be provided as expeditiously as possible and in any event within 24 hours of delivery. Any such press release shall be in form and substance reasonably satisfactory to the Investors. Except as set forth in the previous sentence, none of the Company, the Offerees and the Investors will issue any press release or other make any public statements with respect to this Agreement or the Merger and consider in good faith transactions contemplated hereby without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other party hereto, except to issue the extent such party reasonably believes such press release or make such public statement, except as may be statement is required by applicable Lawlaw or stock market regulations; provided, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided however that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially Investors may make reasonable efforts to cooperate to develop all public announcement materials statements consistent with prior public statements otherwise permitted under this Section 9.12; and make appropriate management available at presentations related to provided, further, that following the transactions contemplated by this Agreement as reasonably requested by the other party. In additionClosing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)(i) General Atlantic LLC may disclose on its worldwide web page, xxx.xxxxxxxxxxxxxxx.xxx, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersname of the Company, stockholdersthe name of the Chief Executive Officer of the Company, prospective investors and employees related to a brief description of the transactions contemplated hereby, (b) provide Parent with stockholder lists business of the Company and the Company’s logo, and (cii) allow and facilitate Parent contact with stockholders the Apax Purchaser (or an Affiliate thereof) may disclose on the worldwide web page, xxx.xxxx.xxx, the name of the Company, the name of the Chief Executive Officer of the Company, a brief description of the business of the Company and other prospective investorsthe Company’s logo. Notwithstanding the foregoing, the Company and the Offerees will not use or refer to the name of any Investor in any public statement or disclosure without the consent of such Investor except to the extent that such party reasonably believes such statement or disclosure is required by applicable law or stock market regulations.

Public Announcements. The initial (a) Neither Party will issue any other press release or other publicity materials, or make any public presentation with respect to the existence of, or any of the terms or conditions of, this Agreement or the programs or efforts being conducted by the other Party hereunder, in each case without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) save only such announcements that are required by or advisable (upon the advice of such Party’s legal counsel) to be made under Applicable Law or the rules of any securities exchange, in which case the other Party will at least be provided with a copy of such announcement prior to its release. Notwithstanding the foregoing prior written consent requirement, each Party is hereby granted the right to issue a press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and without the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other Party in connection with statements in quarterly or annual press releases reporting the Party’s quarterly or yearly financial or operating results to issue the extent they relate to such financial or operating results, and (iii) a press release upon the happening of the following events: execution of this Agreement, the filing of any Regulatory Approval Applications, the receipt of any Regulatory Approvals, any significant clinical trial development (including initiation and/or completion of a clinical trial) and commercialization in any country or region, provided that in the case of clause (iii) the content of such release is reasonably satisfactory to the other Party. Notwithstanding the foregoing, if either Party issues any publicity, press release or make other announcement in accordance with this Section 5.2, the other Party will thereafter have the right to disclose publicly the information in such public statementpublicity, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the press release or other announcement shall use reasonable best efforts to allow without the prior written approval of the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsParty.

Public Announcements. The initial Except as may be required by applicable Law, the press release with respect to announcing the execution and delivery of this Agreement shall be a joint press release to issued only in such form as shall be reasonably mutually agreed upon by Parent the Company and the CompanyParent. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement not, without the prior to such consultation and receiving the written consent of the other party (such consent to not be unreasonably withheld), issue any such press release release, have any such communication, make any such other public statement or schedule any such press conference or conference call prior to such consultation; provided, however, that, in the event a party is required by applicable Law to make such any press release, communication, other public statement, except press conference or conference call, as the case may be be, such party may do so without Parent’s (if the Company is the disclosing Party) or the Company’s (if Parent or Merger Sub is the disclosing party) prior written consent provided such party (i) individually notifies Parent (if the Company is the disclosing Party) or the Company (if Parent or Merger Sub is the disclosing party) of such press release, communication, other public statement, press conference or conference call to the extent legally permissible, (ii) only discloses information in respect of this Agreement and the Transactions to the extent required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules upon the advice of any securities exchange or trading market on which securities outside counsel, and (iii) incorporate all reasonable comments of Parent (if the Company is the disclosing party) or the Company are listed, in which case the party required to make the release (if Parent or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of Merger Sub is the disclosing party), to the extent legally permissible. Without limiting the reach of Notwithstanding the foregoing, provided that the restrictions set forth in this Section 6.10 shall not apply to any release or announcement made or proposed to be made by the Company has not provided Parent with any notice pursuant to Section 5.2(c6.04(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to Each of the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Parties, on the one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing, and, to the extent practicable, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement, the Merger Mergers and consider in good faith the views of the other party, transactions contemplated hereby and shall not issue any such press release or make any such public statement announcement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementreview, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which national securities quotation system; provided that, notwithstanding the foregoing, a Party may, without providing the other Parties the opportunity for such consultation and review, issue a press release or make a public statement that is consistent with prior press releases or public statements made in compliance with this Section 5.11 or any communication plan or strategy previously agreed to by Parent and the Company. For the avoidance of doubt, nothing in this ‎Section 5.11 shall (i) prevent Parent or the Company are listed, in which case the party required to make the from issuing any press release or announcement shall use reasonable best efforts making any public statement in the ordinary course that does not relate specifically to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to or the transactions contemplated hereby, (bii) provide be deemed to restrict the ability of any Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, (iii) be deemed to require the Company to consult with or obtain any approval from Parent with stockholder lists respect to a public announcement or press release issued in connection with the receipt and existence of a Superior Proposal or proposal that would reasonably be expected to lead to a Superior Proposal, and matters related thereto, or an Adverse Recommendation Change, other than as set forth in Section 5.2 or (iv) prevent Parent or, subject to Section 5.2, the Company and (c) allow and facilitate Parent contact from making any public statement in connection with stockholders of any dispute among the Company and Parties regarding this Agreement, the Mergers or the other prospective investorstransactions contemplated hereby.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement and the transactions contemplated hereby shall be a joint press release in a form reasonably acceptable to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or (unless the Company are listed, in which case the party required to make the release or announcement shall Board has made a Company Adverse Recommendation Change) will use their respective reasonable best efforts to allow consult with the other party Party before (a) participating in any media interviews, (b) engaging in meetings or parties hereto reasonable time calls with analysts, institutional investors or other similar Persons and (c) providing any statements (including press releases) which are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as case to the timing of any such release or announcement, shall be at extent relating to the final discretion of the disclosing partytransactions contemplated hereby (a “Public Statement”). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change) agree to cause their respective directors and executives officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 8.03, (x) contrary to the positions previously taken by Parent and the Company with respect to this Agreement and the transactions contemplated hereby, including the Merger, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the transactions contemplated hereby. None of the limitations set forth in this Section 8.05 shall use commercially reasonable efforts apply to cooperate to develop all public announcement materials and make appropriate management available at presentations related to any disclosure of any information concerning this Agreement or the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that (i) which Parent or the Company has not provided Parent deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and institutional investors and in press interviews; and (ii) in connection with any notice pursuant to Section 5.2(c), dispute between the Company shall use commercially reasonable efforts to (a) consult with Parent Parties regarding communications with customers, stockholders, prospective investors and employees related to this Agreement or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsby this Agreement.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent Group and the Company shall consult with use commercially reasonable efforts to develop a joint communications plan and each other before issuing, and, party shall use commercially reasonable efforts to the extent practicable, give each other the reasonable opportunity to review ensure that all press releases and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views transactions contemplated hereby shall be consistent with such joint communications plan. Unless otherwise required by applicable Law or by obligations pursuant to any listing agreement with or rules of the other partyany securities exchange, and shall not issue except for any such matters referred to in Section 5.02(c) or 5.02(d), (x) prior to the issuance by the Company of any press release or make any such other public statement or disclosure concerning this Agreement or the transactions contemplated hereby, the Company shall obtain the consent of Parent, which consent shall not be unreasonably withheld or delayed, and (y) prior to such consultation and receiving the written issuance by Parent Group of any press release or other public statement or disclosure concerning this Agreement or the transactions contemplated hereby, Parent Group shall obtain the consent of the other Company, which consent shall not be unreasonably withheld or delayed. In addition to issue such press release or make such public statementthe foregoing, except as may be to the extent disclosed in or consistent with the Proxy Statement in accordance with the provisions of Section 5.01, or unless otherwise required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of NASDAQ, neither Parent or Group nor the Company are listed, in which case the party required to make the shall issue any press release or announcement shall use reasonable best efforts to allow otherwise make any public statement or disclosure concerning the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition’s business, provided that financial condition or results of operations without the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists consent of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsparty, which consent shall not be unreasonably withheld or delayed.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Following such initial press release, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of without the other to issue such press release or make such public statementparty’s written consent, except as such party may reasonably conclude may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which national securities of Parent or quotation system (and then only after as much advance notice and consultation as is practicable); provided, however, that the Company are listed, restrictions set forth in which case the party required this Section 5.6 shall not apply to make the any release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to statement (a) consult made or proposed to be made by the Company in accordance with Parent regarding communications the terms of this Agreement in connection with customersa Company Takeover Proposal, stockholders, prospective investors and employees related to the transactions contemplated herebya Company Superior Proposal or a Company Adverse Recommendation Change or any action taken pursuant thereto, (b) provide made or proposed to be made by Parent in accordance with stockholder lists the terms of the Company and this Agreement in connection with a Parent Takeover Proposal, a Parent Superior Proposal or a Parent Adverse Recommendation Change or any action taken pursuant thereto or (c) allow and facilitate Parent contact in connection with stockholders any dispute between the parties hereto regarding this Agreement or the Transactions; provided further, that, subject to Section 5.5, the restrictions set forth in this Section 5.6 shall not limit the ability of any party hereto to make any public announcements or any public statements if the Company and other prospective investorssubstance of such announcements or statements is not inconsistent in any material respects with the prior public disclosures by the parties hereto regarding the Transactions made in accordance with this Section 5.6.

Public Announcements. The initial press release with respect to From and after the execution and delivery date of this Agreement Agreement, except as expressly contemplated by this Agreement, none of the Acquired Corporations shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent (and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, not permit any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not Representatives of the Acquired Corporations to) issue any such press release or make any such public statement prior regarding (or otherwise disclose to such consultation and receiving any Person the written consent existence or terms of) this Agreement or the Merger or any of the other transactions or documents contemplated by this Agreement, without Parent's prior written consent; provided, however, notwithstanding anything herein to issue such press release or make such public statementthe contrary, except as any party to this Agreement (and any Representative of any party to this Agreement) may be required by applicable Law, court process or by obligations pursuant disclose to any listing agreement with or rules and all persons, without limitation of any securities exchange or trading market on which securities kind, the tax treatment and tax structure of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided however, that such disclosure may not be made to the extent reasonably requested by the other party. In addition, provided that the Company has not provided Parent necessary to comply with any notice pursuant applicable federal or state securities laws. The parties acknowledge and agree that (i) the tax treatment and tax structure of any transaction does not include the name of any party to Section 5.2(c)a transaction or any sensitive business information (including, without limitation, specific information about any party's intellectual property or other proprietary assets) unless such information may be related or relevant to the Company shall purported or claimed federal income tax treatment of the transaction, and (ii) notwithstanding anything to the contrary contained herein, this Agreement contains no restrictions on the ability of any party to consult with any (or multiple) legal or tax advisors for legal or tax advice (including legal or tax advisors not otherwise involved with the transactions contemplated by this Agreement) regarding the tax treatment or tax structure of any such transaction, or to disclose the tax treatment or tax structure of any such transaction to federal and state taxing authorities. During the Pre-Closing Period, except as expressly contemplated by this Agreement, Parent will use commercially reasonable efforts to (a) consult with Parent the Company prior to issuing any press release or making any public statement regarding communications with customersthis Agreement or the Merger, stockholders, prospective investors and employees related to or regarding any of the other transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsby this Agreement.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company parties hereto shall consult with each other (and obtain the other party’s consent) before issuingany party (or its affiliates) issues any press release or otherwise makes any public statements with respect to the transactions contemplated by this Agreement, andexcept (a) as may be required by any applicable law, regulation or rule of any governmental authority, stock exchange or self-regulatory organization to which a party is subject if the party issuing such press release or other public statement has, to the extent practicable, give each provided the other the parties with a reasonable opportunity to review and comment upon, or (b) any press release or other public statement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party in accordance with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedthis Agreement, in which each case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by under this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, clause (b) provide Parent to the extent such disclosure is still accurate. The parties are executing this Agreement on the date set forth in the introductory clause. AR CAPITAL, LLC By: /s/ Wxxxxxx X. Xxxxxx Name: Wxxxxxx X. Xxxxxx Title: Managing Member RCS CAPITAL CORPORATION By: /s/ Bxxxx X. Xxxxx Name: Bxxxx X. Xxxxx Title: Chief Financial Officer EXHIBIT A FORM OF IRREVOCABLE PROXY [___________] (“Series D-1 Shareholder”), for consideration received, hereby irrevocably grants to, and appoints, the Special Committee of the Board of Directors (the “Board”) of RCS Capital Corporation (the “Company”) comprised of Mxxx Xxxxxxxx, Dxxx Xxxx and C. Txxxxx XxXxxxxx (the “Committee”) (and if any member of such Committee no longer serves on such Committee for any reason, then the remaining member or members of such Committee, in each case acting by a majority, and if none of the three individuals named above serve on the Committee, the Board may then appoint such other independent director(s) to the Committee that are reasonably acceptable to ARC Capital LLC, a Delaware limited liability company (“ARC”), and Luxor Capital Partners, LP, a Delaware limited partnership), Series D-1 Shareholder’s proxy and attorney-in-fact (with stockholder lists full power of substitution), for and in the name, place and stead of Series D-1 Shareholder, to vote or cause to be voted the shares of 11% Series D-1 Convertible Preferred Stock, par value $0.001 per share, of the Company (the “Series D-1 Shares”) (in person or by proxy), as Series D-1 Shareholder would be required to vote the Series D-1 Shares in connection with any two Series D-1 Specified Matters to the extent Series D-1 Shares are entitled to a vote on such matters pursuant to the certificate of designation authorizing the Series D-1 Shares, and (c) allow and facilitate Parent contact with to exercise all powers that Series D-1 Shareholder would be entitled to exercise on any such matters if personally present, at any annual, special or other meeting of the stockholders of the Company and other prospective investorsat any adjournment or adjournments thereof, and to execute any written consent of stockholders on behalf of Series D-1 Shareholder in lieu of such meeting or otherwise; provided, further, that to the extent the first or the second Series D-1 Specified Matter requires one or more votes of the Company stockholders in order to effectuate an agreed, specific transaction (or any related transaction or a series of related transactions, including any amendments to the certificate of incorporation or any certificate of designation of the Company necessitated by such transactions), then such additional stockholder votes shall all be deemed to relate to one Series D-1 Specified Matter and the Committee may use this proxy in connection with any such additional stockholder votes.

Public Announcements. The initial press release with respect to Each of the execution Parties shall, and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2each will cause its Representatives to, Parent and the Company shall consult with each the other Parties before issuing, and, to the extent practicable, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement and the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement announcement without the prior to such consultation and receiving the written consent approval of the other to issue such press release Parties (which approval may not be unreasonably withheld, conditioned or make such public statementdelayed), except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which national securities quotation system; provided that, notwithstanding the foregoing, a Party may, without the prior approval of the other Parties or providing the other Parties the opportunity for such consultation and review, issue a press release or make a public statement that is consistent with prior press releases or public statements made in compliance with this Section 5.13 or any communication plan or strategy previously agreed to by Parent and the Company. The initial press release of the Parties announcing the execution of this Agreement shall be a joint press release of Parent and the Company in a form that is mutually agreed. For the avoidance of doubt, nothing in this Section 5.13 shall (i) prevent Parent or the Company are listed, in which case the party required to make the from issuing any press release or announcement shall use reasonable best efforts making any public statement in the ordinary course that does not relate specifically to allow this Agreement or the other party or parties hereto reasonable time Transactions, (ii) be deemed to comment on such release or announcement in advance of such issuance (it being understood that restrict the final form and content ability of any such Party to communicate to its employees or Representatives in a manner that would not be reasonably be expected to require public disclosure by the disclosing Party, or (iii) be deemed to require any Party to consult with or obtain any approval from any other Party with respect to a public announcement or press release issued in connection with the receipt and existence of a Superior Proposal or announcementproposal would reasonably be expected to lead to a Superior Proposal, and matters related thereto or an Adverse Recommendation Change with respect to the Company Recommendation or Parent Recommendation, as well applicable, other than as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to set forth in Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors5.2.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Merger Sub shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other Financing Disclosure or making any public statements statement with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or Financing Disclosure or make any such public statement without the prior to such consultation and receiving the written consent of the other other, such consent not to issue be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, (a) any such press release release, Financing Disclosure or make such public statement, except statement as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities of Parent or the Company are listed, in which case may be issued prior to such consultation if the party required to make making the release or announcement shall use statement has used its reasonable best efforts to allow consult with the other party party, (b) the first sentence of this Section 6.6 shall not apply with respect to a Company Recommendation Change (or any responses thereto), a Parent Recommendation Change (or any responses thereto) or a communication made pursuant Section 5.2(f) or Section 5.3(f) (or any responses thereto), (c) the first sentence of this Section 6.6 shall not apply to any disclosure of information concerning this Agreement in connection with any dispute between the parties hereto reasonable time to comment on such release or announcement regarding this Agreement, (d) the first sentence of this Section 6.6 shall not apply in advance of such issuance (it being understood that the final form and content respect of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided content that the Company has not provided Parent with any notice pursuant been previously consented to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party, or otherwise exempted from this Section 6.6, to the extent replicated in whole or in part in any subsequent press release or other announcement, and (e) the first sentence of this Section 6.6 shall not apply to any public statement regarding the Transactions in response to questions from the press, analysts, investors or those attending industry conferences, or to internal announcements to employees, so long as such statements are not inconsistent with previous press releases, public disclosures or public statements made jointly by the parties and otherwise in compliance with this Section 6.6 and do not reveal material nonpublic information regarding this Agreement or the Transactions. In additionAs used above, provided “Financing Disclosure” means any reference to, or information in connection with, the Merger and the Transactions that the Company has not provided Parent is included in any documents to be filed with any notice pursuant to Section 5.2(cperson (including the SEC), issued, published and/or distributed by the Company shall use commercially reasonable efforts Company, Parent or Merger Sub in connection with any financing transaction to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists be entered into by any of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsthose parties.

Public Announcements. The Company and Parent agree that the initial press release to be issued with respect to the execution and delivery of this Agreement shall be in a joint press release form agreed to be reasonably agreed upon by Parent the parties and that the Company. Except as permitted in accordance with Section 5.2, Parent and the Company parties shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other making any public statements announcement with respect to this Agreement and the Merger and consider transactions contemplated hereby and, except as provided in good faith the views of the other partySection 5.3(g), and shall not issue any such press release or make any such public statement announcement without the prior to such consultation and receiving the written consent of the other party (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that a party may, without the prior consent of the other party (but after prior consultation, to the extent practicable in the circumstances) issue such press release or make such public statement, except as may be statement to the extent required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or the applicable rules of any securities exchange stock exchange; provided, further, that in the event of a Company Adverse Recommendation Change made in compliance with Section 5.3, the Company may make a public statement containing (i) such Company Adverse Recommendation Change and (ii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and, in such event, the right of consent set forth in this Section 5.8 shall apply only with respect to such information relating to Parent or trading market on which securities its business, financial condition or results of operations. Notwithstanding the foregoing, Parent or the Company are listedmay include disclosures relating to this Agreement, the Merger and the transactions contemplated herein in which case its respective periodic filings with the party required to make the release SEC without seeking consent from, or announcement shall use reasonable best efforts to allow consulting with, the other party party, so long as such disclosures are substantially similar to the information contained in previous press releases, public disclosures or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts (or made individually by the Company or Parent, if previously consented to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition); provided, provided further, that each of Parent and the Company has not provided may make any public statement in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as such statements are substantially similar to the information contained in previous press releases, public disclosures or public statements made jointly by Parent with any notice pursuant to Section 5.2(c), and the Company shall use commercially reasonable efforts (or individually by a party, if previously consented to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to by the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsparty).

Public Announcements. The initial (a) Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties shall, nor shall any of the Parties authorize any of their respective Representatives on such Party’s behalf to, issue any press release releases or make any public announcements with respect to the execution and delivery of this Agreement shall be a joint press release or the transactions contemplated hereby without the prior written consent of, prior to be reasonably agreed upon by Parent and the Closing, the Company. Except as permitted in accordance with Section 5.2, Parent the Sponsor and MEOA or, after the Company shall consult with each other before issuingClosing, andthe Sponsor and MEOA, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and which consent shall not issue any such press release be unreasonably delayed or withheld; provided, however, that each Party may make any such public statement prior to announcement or other communication (i) if such consultation and receiving the written consent of the announcement or other to issue such press release or make such public statement, except as may be communication is required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case (A) prior to the party required to make Closing, the release or announcement disclosing Party and its Representatives shall use reasonable best efforts to allow consult with the other Company, if the disclosing party is any MEOA Party, or parties hereto reasonable time MEOA and the Sponsor, if the disclosing party is the Company, to review such announcement or communication and the opportunity to comment on thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use reasonable best efforts to consult with the Sponsor and MEOA and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or announcement other communication previously approved in advance of such issuance accordance with this Section 5.4 and (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent iii) to Governmental Entities in connection with any notice pursuant Consents required to Section 5.2(c)be made or obtained under this Agreement, Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to Ancillary Documents or in connection with the transactions contemplated by hereby or thereby. Notwithstanding anything to the contrary in this Section 5.4 or otherwise in this Agreement, the Parties agree that the Sponsor and its Affiliates may provide general information about the subject matter of this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated herebyhereby to any direct or indirect current or prospective investor or in connection with normal fund raising or related marketing or informational or reporting activities, (b) provide Parent with stockholder lists in each case, of any Affiliate of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsSponsor.

Public Announcements. The initial press release with respect to Each of Parent and Merger Sub, on the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent and on the Company shall other hand, shall, to the extent reasonably practicable, consult with each other before issuing, and, to the extent practicable, and give each other the a reasonable opportunity to review and comment upon, any press release or other public statements with respect to this Agreement, the Merger and consider in good faith the views of the other partytransactions contemplated hereby; provided, and that neither Parent nor the Company shall not issue any such press release or make any such public statement announcement without the prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementother, which consent shall not be unreasonably withheld, except (i) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with the NYSE, (ii) with respect to any communication regarding an Acquisition Proposal in accordance with Section 5.4(f) or rules an Adverse Recommendation Change in accordance with Section 5.4 or (iii) for any statements, including, without limitation, statements by Parent in any prospectus, “road show” materials, press release, or other written materials in connection with any issuance of any securities exchange Parent Common Stock or trading market on which securities of notes or other capital raising initiatives in connection with the Merger, that are consistent in tone and substance with previous press releases, public disclosures or public statements made by Parent or the Company are listed(or jointly made by Parent and the Company, if applicable) in which case the party compliance with this Section 5.15; provided further, that Parent shall not be required to make consult with or provide an opportunity to review and comment to the release Company so long as such statements are consistent in tone and substance with previous written press releases, written public disclosures or announcement other written statements made by it in compliance with this Section 5.15. If either Parent or Company determines, after consultation with outside counsel, that a statement or disclosure is required by applicable Law, such parties statement or disclosure shall use reasonable best efforts to allow not require consent from the other party or parties hereto reasonable time party, but the other party, to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcementextent practicable, shall be at given a reasonable opportunity to review and comment upon such statement or disclosure, and the final discretion of the disclosing party)party making such statement or disclosure shall consider in good faith any such comments received. Without limiting the reach of Notwithstanding the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related agree that the initial press releases with respect to the transactions contemplated by this Agreement as reasonably requested shall be separate press releases issued by the other party. In addition, provided that each Parent and the Company has not provided Parent with any notice pursuant to Section 5.2(c), in substantially the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors form attached hereto as Exhibit D-1 and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsExhibit D-2.

Public Announcements. The initial press release with respect Vendors shall be entitled to disclose this Agreement and all information provided by the Purchaser and/or the Parent in connection herewith to the execution Court and delivery parties of interest in the CCAA Proceedings, and a copy of this Agreement shall may be a joint press release to be reasonably agreed upon by Parent posted on the Monitor’s website maintained in connection with the CCAA Proceedings. The Vendors and the Company. Except as permitted in accordance with Section 5.2, Parent Purchaser and the Company Parent shall consult with each other before issuing, and, not issue (prior to or after the extent practicable, give each other the reasonable opportunity to review and comment upon, Closing) any press release or other make (i) any derogatory public statements statement or derogatory public communication with respect to the Merger and consider in good faith the views any of the other party, and shall not issue Parties or (ii) any such press release or make any such public statement or public communication with respect to this Agreement or the transactions contemplated hereby without the prior to such consultation and receiving the written consent of the other to Parties, which shall not be unreasonably withheld or delayed, provided, however, that a Party may, without the prior consent of the other Parties, issue such press release or make such public statementstatement as may, except as may upon the advice of counsel, be required by applicable Law, court process Applicable Law or by obligations pursuant any Governmental Authority with competent jurisdiction including any applicable securities Laws. Notwithstanding any other provision of this Agreement, unless such information is otherwise publicly disclosed or, upon the advice of counsel, required by Applicable Law or by any Governmental Authority to be disclosed (including in any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(cTax Returns), the Company Purchaser and the Parent shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to not disclose the transactions contemplated hereby, (b) provide Parent with stockholder lists quantum of the Company and (c) allow and facilitate Parent contact with stockholders Purchase Price, Cash Purchase Price, Deposit or allocation of Purchase Price as set out in Schedule “N” to any Person without the prior written consent of the Company Vendors and other prospective investorsthe Monitor.

Public Announcements. The initial press release with respect to No public announcement concerning the execution and delivery existence of, terms, or subject matter of this Agreement shall be a joint press release to be reasonably agreed upon made, either directly or indirectly, by Parent and any Party, without first obtaining the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views prior written approval of the other party, Party and agreement upon the nature and text of such public announcement which such agreement and approval shall not issue be unreasonably withheld or delayed; except as may be legally required (i) by Applicable Laws, (ii) by the listing standards or agreements of any national or international securities exchange or other similar laws of a governmental authority, market or agency, (iii) to respond to an inquiry of a governmental authority or agency, or (iv) in a judicial, administrative or arbitration proceeding. In all instances, the Party concerned shall seek appropriate confidential treatment of this Agreement and the subject matter hereof and the Parties shall agree in advance on any redacted forms of this Agreement that are filed publicly, such press release agreement not to be unreasonably withheld or delayed. The Party desiring to make any such public statement announcement (including those which are legally required) shall inform the other Party of the proposed announcement or disclosure in reasonably sufficient time prior to public release, which shall be not less than [*****] (or such consultation shorter period as the Parties may agree upon in writing, or such shorter period applicable to those public announcements which are legally required) prior to release of such proposed public announcement, and receiving shall provide the other Party with a written copy thereof in order to allow such other Party to comment upon such public announcement. Each Party agrees that it shall co-operate fully with the other Party with respect to all disclosures regarding this Agreement to any governmental or regulatory agencies, including requests for confidential treatment of proprietary information of either Party included in any such disclosure. Neither Party will issue a press release without the prior written consent of the other to Party. The Parties agree that each Party may, following the Effective Date, issue such a press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, describing this Agreement in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoinggeneral terms, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company content of such press release shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested first be approved by the other partyParty. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)For such purpose, the Company Party intending to issue the press release shall use commercially reasonable efforts to (a) consult provide the other Party with Parent regarding communications with customers, stockholders, prospective investors and employees related a draft press release at least [*****] prior to the transactions contemplated hereby, (b) provide Parent with stockholder lists proposed date of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsdisclosure.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance connection with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release releases or other public statements made in compliance with respect to the Merger and consider in good faith the views Section 6.02, none of the Company, on the one hand, or Parent, on the other partyhand, and shall not issue any such press public release or make any such public statement announcement concerning this Agreement, the other Transaction Agreements or the Contemplated Transactions without the prior to such consultation and receiving the written consent of the other to issue such press release Party (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except as such release or announcement may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with the rules or rules regulations of any applicable United States or Canadian securities exchange or trading market on Governmental Authority to which securities of Parent the relevant Party is subject or the Company are listedsubmits, wherever situated, in which case the party Party required to make the release or announcement shall use its reasonable best efforts to allow allow, to the extent practicable and permissible pursuant to Applicable Law, the other party Party or parties hereto Parties reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final reasonable discretion of the disclosing partyParty); provided, however, that the restrictions set forth in this Section 8.05 shall not apply to any release or announcement that is consistent in all material respects with previous press releases, public disclosures or public statements made by a Party hereto in accordance with this Agreement (including any announcement or other notification provided to investors in a Fund), in each case to the extent such disclosure is still accurate. Without limiting the reach of Notwithstanding the foregoing, provided that no communication by the Company has not provided with the employees of any Company Entity or Parent with the employees of any notice pursuant to Parent Entity shall be deemed a “public release” or “public announcement” for purposes of this Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors8.05.

Public Announcements. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release release, the text of which has been agreed to be reasonably agreed upon by each of Parent and the Company prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. The Company, on the one hand, and Parent, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by any Party) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Except Promptly after the Closing (but in any event within four (4) Business Days after the Closing), Parent shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as permitted required by the applicable securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders and such other matters as may be reasonably necessary for such press release or filing. Between the date of this Agreement and the Closing Date (or the earlier termination of this Agreement in accordance with Section 5.2Article IX) unless otherwise prohibited by applicable Law or the requirements of the Nasdaq Stock Market, each of Parent and the Company shall each use its reasonable best efforts to consult with each other before issuing, and, to the extent practicable, give and provide each other the reasonable opportunity to review and comment upon, any press release or other otherwise making any public statements (including through social media platforms) with respect to the Merger and consider in good faith the views this Agreement or any of the other partyTransactions, and shall not issue any such press release or make any such public statement (including through social media platforms) without the prior to such consultation and receiving the written consent of the other Party (not to issue such press release be unreasonably withheld, conditioned or make such public statement, delayed) except as may be to the extent required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any securities stock exchange or trading market on which securities of Parent or the Company are listedrules, in which case the disclosing party required shall, to make the release or announcement shall use reasonable best efforts to fullest extent permitted by applicable Law, first allow the other party Party to review such announcement or parties hereto reasonable time communication and the opportunity to comment on such release or announcement in advance of such issuance (it being understood that the final form thereon and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, party shall consider such comments in good faith; provided that the Company has foregoing shall not provided Parent with any notice pursuant to Section 5.2(c), Parent and restrict or prohibit the Company shall use commercially reasonable efforts from making any announcement to cooperate to develop all public announcement materials its employees, customers, suppliers and make appropriate management available at presentations related other business relations to the transactions contemplated by extent the Company reasonably determines in good faith that such announcement is necessary or advisable. Furthermore, nothing contained in this Agreement as reasonably requested Section 7.09 shall prevent Parent or the Company and/or its respective affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective investors that is substantively consistent with public statements previously consented to by the other party. In addition, provided that the Company has not provided Parent Party in accordance with any notice pursuant to this Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors7.09.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement and the Transactions shall be a joint press release in a form reasonably acceptable to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to (unless the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent Company Board has made a Company Adverse Recommendation Change or the Company are listed, in which case the party required to make the release or announcement shall Parent Board has made a Parent Adverse Recommendation Change) will use their respective reasonable best efforts to allow consult with the other party Party before (a) participating in any media interviews, (b) engaging in meetings or parties hereto reasonable time calls with analysts, institutional investors or other similar Persons or (c) providing any statements (including press releases) which are public or are reasonably likely to comment on such release or announcement become public, in advance of such issuance (it being understood that the final form and content of any such release or announcementcase to the extent relating to the Transactions and excluding any routine employee communications (a “Public Statement”), as well as in each case other than any Public Statements that are consistent in all material respects with the timing contents of any such release or announcement, shall be at prior Public Statements which have been previously approved by both Parent and the final discretion of the disclosing party)Company. Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)In addition, Parent and the Company shall use commercially reasonable efforts (unless the Company Board has made a Company Adverse Recommendation Change or the Parent Board has made a Parent Adverse Recommendation Change) agree to cooperate cause their respective directors and executive officers to develop all public announcement materials and make appropriate management available at presentations related refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 6.02, (x) contrary to the transactions contemplated positions previously taken by Parent and the Company with respect to this Agreement as and the Transactions, including the Merger, or (y) reasonably requested likely to have a significant, adverse impact on the ability of the Parties to consummate the Transactions. None of the limitations set forth in this Section 7.04 shall apply to any disclosure of any information concerning this Agreement or the Transactions (i) required by the other party. In addition, provided that the Company has not provided Parent applicable Law or Order; or (ii) in connection with any notice pursuant to Section 5.2(c), dispute among the Company shall use commercially reasonable efforts to (a) consult with Parent Parties regarding communications with customers, stockholders, prospective investors and employees related to this Agreement or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsTransactions.

Public Announcements. The initial (a) Subject to this Section 5.4(a), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives or Affiliates shall issue any press release releases or make any public announcements with respect to the execution and delivery of this Agreement shall be a joint press release or the transactions contemplated hereby without the prior written consent of, prior to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Closing, Parent and the Company shall consult with and SPAC or, after the Closing, SPAC; provided, however, that each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or Party may make any such public statement prior to announcement or other communication (i) if such consultation and receiving the written consent of the announcement or other to issue such press release or make such public statement, except as may be communication is required by applicable Law, court process or by obligations pursuant in which case (A) prior to the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to any listing agreement time limits imposed thereby in relation to making such announcement or other communication, use reasonable best efforts to consult with the Company, if the disclosing party is any SPAC Party, or rules of any securities exchange with SPAC, if the disclosing party is the Company, prior to making such announcement or trading market on which securities of Parent other communication, to review such announcement or communication and to give such non-disclosing party the Company are listedopportunity to comment thereon, in which case the party required disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall, where permitted under applicable Law and feasible with regard to make the release any time limits imposed thereby in relation to making such announcement or announcement shall other communication, use reasonable best efforts to allow consult with SPAC prior to making such announcement or other communication and to consider any comments of SPAC thereon in good faith, (ii) to the extent such announcements or other party or parties hereto reasonable time to comment on such communications contain only information previously disclosed in a public statement, press release or announcement other communication previously approved in advance of such issuance accordance with this Section 5.4, and (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent iii) to Governmental Entities in connection with any notice pursuant Consents required to Section 5.2(c)be made under this Agreement, Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to Ancillary Documents or in connection with the transactions contemplated by hereby or thereby. Notwithstanding anything to the contrary in this Agreement as reasonably requested by Section 5.4 or otherwise in this Agreement, the other party. In addition, provided Parties agree that the Company has not provided Parent with any notice pursuant to Section 5.2(c)SPAC Parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersSponsor and their respective Representatives may provide general information about the subject matter of this Agreement, stockholders, prospective investors the Ancillary Documents and employees related to the transactions contemplated hereby, (b) provide Parent hereby and thereby to any direct or indirect current or prospective investor or in connection with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsnormal fund raising or related marketing or informational or reporting activities.

Public Announcements. The initial Parties have agreed upon the content of press release(s) which shall be issued substantially in the form attached hereto as Schedule 7.4, the release of which the Parties shall coordinate in order to accomplish such release at a time following execution of the Agreement to be agreed upon by the Parties. Neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law, any Regulatory Authority (including filings with respect the Securities and Exchange Commission or other agency) or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted). In the event a Party is, in the opinion of its counsel, required by Applicable Law, any Regulatory Authority (including filings with the Securities and Exchange Commission or other agency) or the rules of a stock exchange on which its securities are listed (or to which an application for listing has been submitted) to make such a public disclosure, and notwithstanding anything to the execution contrary in Section 7.2, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable (and delivery in no event less than [***] prior to the anticipated date of disclosure) so as to provide a reasonable opportunity to comment thereon; provided, however, if a Party is required by Applicable Law, any Regulatory Authority (including filings with the Securities and Exchange Commission or other agency) or the rules of a stock exchange on which the securities of the disclosing Party are listed (or to which an application for listing has been submitted) to disclose this Agreement, such Party shall prepare a proposed redacted version of this Agreement to request confidential treatment for this Agreement, and the other Party may promptly (and in any event, no less than [***] after receipt of such proposed redactions) provide its comments, which comments shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider considered in good faith by the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party Party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsdisclosure.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement and the transactions contemplated hereby shall be a joint press release in a form reasonably acceptable to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall (unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 8.03) will use their respective reasonable best efforts to consult with each the other Party before issuing(a) participating in any media interviews, and(b) engaging in meetings or calls with analysts, institutional investors or other similar Persons or (c) providing any statements (including press releases) which are public, in any such case to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect relating to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, transactions contemplated hereby (a “Public Statement”) except as may be required by applicable Law, Order, court process or by obligations pursuant to any listing agreement with or the rules and regulations of any national securities exchange or trading market on which national securities of Parent or quotation system and except for any matters referred to in, and made in compliance with, Section 8.03. Prior to the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)Closing, Parent and the Company shall use commercially reasonable efforts to cooperate with respect to develop all public announcement materials material communication plans to employees and make appropriate management available at presentations other service providers and customers, suppliers and distributors of the Company and its Subsidiaries related to the transactions contemplated hereby. In addition, Parent and the Company (unless the Company Board has made a Company Adverse Recommendation Change in accordance with Section 8.03) agree to cause their respective directors and executives officers to refrain from taking any position in any such Public Statement that is, without limiting the obligations set forth in Section 8.03, (x) contrary to the positions previously taken by Parent and the Company with respect to this Agreement and the transactions contemplated hereby, including the Mergers, or (y) reasonably likely to have a significant, adverse impact on the ability of the Parties to consummate the transactions contemplated hereby. None of the limitations set forth in this Section 8.06 shall apply to any disclosure of any information concerning this Agreement or the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that (i) which Parent or the Company has not provided Parent deems appropriate in its reasonable judgment, in light of its status as a publicly owned company, including to securities analysts and institutional investors and in press interviews; and (ii) in connection with any notice pursuant to Section 5.2(c), dispute between the Company shall use commercially reasonable efforts to (a) consult with Parent Parties regarding communications with customers, stockholders, prospective investors and employees related to this Agreement or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsby this Agreement.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and Neither the Company nor Parent, nor any of their respective controlled Affiliates, shall consult with each other before issuing, and, to issue or cause the extent practicable, give each other the reasonable opportunity to review and comment upon, publication of any press release or other public statements announcement with respect to the Merger and consider in good faith or this Agreement without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such press release or make such public statementparty determines, except as may be after consultation with counsel, that it is required by applicable Applicable Law, court process legal proceeding, or by obligations pursuant to any listing agreement with or the listing rules of any a national securities exchange or trading market to issue or cause the publication of any press release or other announcement with respect to the Merger or this Agreement, in which event such party shall endeavor, on which securities a basis reasonable under the circumstances, to provide an opportunity to the other party to review and comment upon such press release or other announcement; provided, however, that notwithstanding the foregoing, the Company shall not be required to consult with Parent before issuing any press release or making any other public statement with respect to an Adverse Recommendation Change effected in accordance with Section 6.03 or with respect to its receipt and consideration of any Acquisition Proposal except as required by Section 6.03(d); provided, further, neither the Company, on the one hand, nor Parent or the Company are listedMerger Sub, in which case the party required to make the release or announcement shall use reasonable best efforts to allow on the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcementhand, shall be at required to consult with the final discretion other before issuing any press release or making any other public statement with respect to the termination of this Agreement and the disclosing party). Without limiting effects or consequences thereof if this Agreement has been terminated in accordance with Section 8.01; provided, further, each party hereto and their respective controlled Affiliates may make disclosures or statements that are substantially the reach of the foregoingsame as previous press releases, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public disclosures or public statements made by Parent and the Company shall use commercially reasonable efforts in compliance with this Section 6.12 and do not contain any information relating to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the Company, Parent or the transactions contemplated by this Agreement as reasonably requested that has not been previously announced or made public in accordance with the terms of this Section 6.12. Prior to making any written communications to the employees or independent contractors of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)transactions contemplated by this Agreement, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists a copy of the Company intended communication, Parent shall have a reasonable period of time to review and (c) allow comment on the communication, and facilitate Parent contact with stockholders of and the Company shall cooperate in providing any such mutually agreeable communication. In no way limiting the above, if the Company or any of its Subsidiaries, as applicable, intends to modify a Company FDD or any other franchise related materials for the purpose of offering or selling any Franchise and other prospective investorsor development agreements, the Company shall submit such materials to Parent for its review of any statements or information relating to Parent, Merger Sub or their Affiliates, and/or the Merger.

Public Announcements. The initial press release Except in connection with respect to a Partnership Adverse Recommendation Change, the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Parties shall consult with each other before issuingprior to issuing any public announcement, andstatement or other disclosure with respect to this Agreement, to the extent practicableother Transaction Documents and the transactions contemplated hereby and thereby, give each and none of the Buyer Parties and their Affiliates, on the one hand, nor the Partnership Parties and their Affiliates, on the other hand, shall issue any such public announcement, statement or other disclosure without having first notified the Buyer Parties, on the one hand, or the Partnership Parties, on the other hand, and provided such Parties with, if legally permitted and practically possible, a reasonable opportunity time period to review and comment uponthereon and give due consideration to any reasonable comments thereto; provided that “a reasonable time period” shall in all cases require a Party to inform the other Party with sufficient time to allow such other Party to timely announce publicly or file any reports with the SEC as required under the Exchange Act or the Securities Act or any applicable requirements of a national securities exchange; provided, further, that in connection with a Partnership Adverse Recommendation Change, any press release public announcement, statement or other disclosure shall be provided to the Buyer Parties a reasonable period of time prior to issuance, but the Buyer Parties and their Affiliates shall not have any right hereunder to comment thereon prior to issuance, and the Conflicts Committee shall have no obligation to consider any such comments. Notwithstanding the foregoing, any Party may make, without consulting or notifying any other Party, public announcements, statements or other disclosures with respect to the Merger and consider in good faith the views of this Agreement, the other party, Transaction Documents and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated hereby and thereby that are not materially inconsistent with, and do not contain any material information not disclosed in, previous public announcements, statements or other disclosures made by a Party in compliance with this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors6.5.

Public Announcements. The initial press release with respect to this Agreement, the execution Offer, the Merger and delivery of this Agreement the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingand Parent. Thereafter, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views none of the other partyparties shall (and each of the parties shall cause its Representatives and Affiliates, and shall if applicable, not to) issue any such press release or make any such public statement announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior to such consultation and receiving the written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its Affiliates or Representatives or (b) Parent, in the event the disclosing party is the Company, any Company Subsidiary or any of their Representatives, in each case, with such consent not to issue such be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines in good faith and based upon advice of counsel, that a press release release, SEC filing or make such public statement, except as may be announcement is required by applicable Law, court process Law or by obligations pursuant to any listing agreement with the rules or rules regulations of any securities exchange applicable stock exchange, such party may make such press release, SEC filing or trading market on which securities of Parent or the Company are listedpublic announcement, in which case the disclosing party required to make the release or announcement shall use its commercially reasonable best efforts to allow provide the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance issuance, (it being understood that ii) this Section 5.6 shall terminate upon an Adverse Recommendation Change and (iii) each of the final form and content of parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such release statements are not materially inconsistent with previous press releases, public disclosures or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested or previously approved by the other party. In additionparty and do not reveal material, provided that non-public information regarding the Company has not provided Parent with any notice pursuant to Section 5.2(c)other parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customersOffer, stockholders, prospective investors and employees related to the Merger or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingissuing any press release, andhaving any other communication with the press (whether or not for attribution) or making any other public statement, to the extent practicableor scheduling a press conference or conference call with investors or analysts, give and shall consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case, with respect to this Agreement or the Merger and consider in good faith the views of the other partyTransactions, and shall not issue any such press release or make any such other public statement prior relating to such consultation and receiving this Agreement or the written Transactions without the consent of the other to issue party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such press release or make such public statementannouncement that Parent or the Company determines, except as may be after consultation with outside legal counsel, is required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules rule of any national or foreign securities exchange or trading market on association upon which the securities of Parent or the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party or parties hereto reasonable time (taking into account the circumstances) to comment on on, such release or announcement in advance of such issuance (it being understood that issuance, and the final form and content of party will consider any such release reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or announcementconsent, as well as make any public statement in response to questions from the timing of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any such release documents, reports, statements, forms or announcement, shall other filings required to be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided made by Parent with any notice pursuant to Section 5.2(c)the SEC, Parent so long as such statements, announcements and the Company shall use commercially reasonable efforts to cooperate to develop all disclosures substantially reiterate (and are not inconsistent with) previous press releases, public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested disclosures or public statements approved in advance by the other party. In addition; and provided, provided that further, that, notwithstanding the foregoing, neither Parent nor the Company has not provided Parent shall be required to consult with or obtain consents from the other parties hereto before issuing any notice press release or making any other public statement with respect to any Change in Recommendation to the extent permitted pursuant to Section 5.2(c6.2(d) or Section 6.2(e). Notwithstanding the foregoing, the Company shall use commercially reasonable efforts Parent and its affiliates may, without consultation or consent, make ordinary course disclosures and communications to (a) consult with Parent regarding communications with customersexisting or prospective direct or indirect general and limited partners, stockholdersequity holders, prospective members, managers, investors and employees related financing sources of such person or any Affiliates of such person, in each case, who are subject to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorscustomary confidentiality restrictions.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the CompanyParties. Except as permitted in accordance with Section 5.2, Parent and the Company No Party shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, make any press release public announcement or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release public communication regarding this Agreement or make any such public statement the Transactions without first obtaining the prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementParties, except as may be if such announcement or other communication is (a) required by applicable LawLaw (including in connection with the preparation and filing of the Proxy Statement), court process or (b) required by obligations pursuant to any listing agreement with or the rules of any securities stock exchange upon which such Party’s capital stock is traded, or trading market (c) consistent with the final form of the joint press release announcing the Transactions and the investor presentation given to investors on which securities the morning of Parent or announcement of the Company are listedTransactions; provided, that, in which case each case, to the party required to make extent permitted by Law, the release or announcement disclosing Party shall use its reasonable best efforts to allow coordinate or communicate such announcement or communication with the other party Party prior to announcement or parties hereto issuance; provided, however, that (y) no provision of this Agreement shall be deemed to restrict in any manner (i) any Party’s ability to communicate with its employees or equityholders and, with respect to Contributor, its Affiliates and their respective limited partners, members, officers, employees, directors, advisors or representatives (provided, that prior to making any written communications to the Executive Employees, Company-Related Employees or Company Support Employees pertaining to compensation or benefit matters that will be affected by the Transactions, the Company shall provide Contributor with a copy of the intended communication, the Company shall provide Contributor a reasonable period of time to review and comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcementcommunication, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts consider any timely comments in good faith) or (ii) the ability of the Company, Contributor, and their respective Subsidiaries to cooperate to develop all public announcement materials communicate with their financial and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In additionlegal advisors, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)lenders, underwriters, or financing sources, and (z) the Company shall use commercially reasonable efforts not be required by any provision of this Agreement to (a) consult with Parent regarding communications or obtain any approval from any other party with customersrespect to a public announcement or press release issued in connection with the receipt and existence of a Company Competing Proposal, stockholdersand matters related thereto or a Company Change of Recommendation, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsthan as set forth in Section 5.9.

Public Announcements. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release release, the text of which has been agreed to be reasonably agreed upon by each of the Parent Entities and the Company. Except as Thereafter, except with respect to any release of public statement (x) expressly permitted by and in accordance with Section 5.27.03, (y) relating to a termination pursuant to Section 9.01 or Section 9.03 or (z) in connection with any dispute between the parties, each of the Parent Entities and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the Merger and consider in good faith the views this Agreement or any of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementTransactions, except as may be to the extent public disclosure is required by applicable Law, court process Law or by obligations pursuant to the rules or regulations of the NYSE or any listing agreement with or rules of any United States national securities exchange or trading market on which securities of Parent or the Company Shares are listedthen traded, in which case the issuing party required to make the release or announcement shall use its reasonable best efforts to allow consult with the other party before issuing any press release or making any such public statements. Notwithstanding the foregoing or the terms of the Confidentiality Agreement, each party hereto may, without such consultation, make any public statement in response to questions from the press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in documents (including exhibits and all other information incorporated therein) required to be filed or furnished by the Company with the SEC, so long as such statements are consistent with previous press releases, public disclosures or public statements made jointly by the parties hereto reasonable time to comment on such release (or announcement individually in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partyaccordance with this Section 7.07). Without limiting the reach of Notwithstanding the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)Entities, the Company shall use commercially reasonable efforts to Merger Subs, the Guarantors and their respective Affiliates may, without such consultation or consent, make disclosures and communications (a) consult with Parent regarding communications with customersto existing or prospective general and limited partners, stockholdersequity holders, prospective members, managers and investors of such Person or any Affiliates of such Person, in each case who are subject to customary confidentiality restrictions, and employees related to the transactions contemplated hereby, (b) provide Parent on such Person’s website in the ordinary course of business so long as such statements are consistent with stockholder lists of previous press releases, public disclosures or public statements made jointly by the Company and parties hereto (cor individually) allow and facilitate Parent contact in accordance with stockholders of the Company and other prospective investorsthis Section 7.07.

Public Announcements. The initial press release with respect to this Agreement, the execution Merger and delivery of this Agreement the other transactions contemplated hereby shall be a joint press release to be reasonably mutually agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingand Parent. Thereafter, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views none of the other partyparties shall (and each of the parties shall cause its representatives and affiliates, and shall if applicable, not to) issue any such press release or make any such public statement announcement concerning this Agreement, the Merger or the other transactions contemplated hereby without obtaining the prior to such consultation and receiving the written consent of (a) the other Company, in the event the disclosing party is Parent, the Purchaser, any of its affiliates or any Parent Representative, or (b) Parent, in the event the disclosing party is the Company, or any Company Representative, in each case, with such consent not to issue be unreasonably conditioned, delayed or withheld; provided, however, that (i) if a party determines, based upon advice of counsel, that a press release or public announcement is required by applicable Law or the rules or regulations of any applicable stock exchange, such party may make such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listedannouncement, in which case the disclosing party required to make the release or announcement shall use its commercially reasonable best efforts to allow provide the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance issuance, (it being understood that ii) this Section 5.7 shall terminate upon a Adverse Recommendation Change and (iii) each of the final form and content of parties may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such release statements are not materially inconsistent with previous press releases, public disclosures or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), public statements made jointly by Parent and the Company shall use commercially reasonable efforts to cooperate to develop all and do not reveal material, non-public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by information regarding the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)parties, the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to Merger or the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement and the transactions contemplated hereby shall be a joint release mutually agreed to by the Company and Parent. Thereafter from the date hereof until the Closing Date, none of the Company, the Equityholder Representative or the Parent Parties shall, and the parties shall cause their respective Affiliates (including, with respect to the Parent Parties, the EWS Family Shareholders) not to, issue or file any report, statement, press release or announcement or otherwise make or file any public statement regarding this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby without the prior written consent of the Company and Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless otherwise required by applicable Law or the rules or regulations of any applicable United States securities exchange or other Governmental Entity to which the relevant party is subject or submits, in which case such party shall advise the other parties hereto and discuss, and reasonably cooperate in good faith with respect to, the contents before issuing or filing any such report, statement, press release, other announcement or other public statement. In addition, except as otherwise required by Law or the rules or regulations of any applicable United States securities exchange or other Governmental Entity to which the relevant party is subject or submits (in which case such party shall advise the other parties hereto and discuss, and reasonably cooperate in good faith with respect to, the contents before issuing or filing any report, statement, press release, announcement or other public statement), no press release, report, statement, announcement or other public statement shall state the amount of any consideration payable hereunder or thereunder or any other material terms set forth in this Agreement or in any of the Ancillary Agreements without the prior written consent (which consent shall not be reasonably agreed upon by unreasonably withheld, conditioned or delayed) of Parent and the Company. Except as permitted in accordance with Section 5.2Company (if prior to Closing) or, if after the Closing, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsEquityholder Representative.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Agreement. Tempranillo and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Lafite shall consult with each other before issuingissuing any other press release, andor scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to the extent practicable, give consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case, with respect to this Agreement or the Merger and consider in good faith the views of the other partyTransactions, and shall not issue any such press release or make any such other public statement prior relating to such consultation and receiving this Agreement or the written Transactions without the consent of the other to issue party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such press release or make such public statementannouncement that Tempranillo or Lafite determines, except as may be after consultation with outside legal counsel, is required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules rule of any national or foreign securities exchange or trading market on association upon which the securities of Parent Lafite or the Company Tempranillo, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party or parties hereto reasonable time (taking into account the circumstances) to comment on on, such release or announcement in advance of such issuance (it being understood that issuance, and the final form and content of party will consider any such release reasonable comments that are timely provided in good faith; provided, however, that nothing in this Section 8.05 shall prohibit or announcementlimit either party from (i) making any public statement in response to questions from the press, analysts, investors or those attending industry conferences, making internal announcements to employees and making disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents, as well applicable, so long as the timing of any such release statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested statements approved in advance by the other party. In addition, provided or (ii) making any public statement, internal announcements to employees or disclosures in the Lafite SEC Documents and the Tempranillo SEC Documents in respect of a Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, as applicable; provided, further, that the Company has foregoing proviso shall not provided Parent with in any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and way effect any other prospective investorsprohibition or limitation contained in this Agreement.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be a joint press release, in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the CompanyAgreement. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingissuing any other press release, andor scheduling a press conference or conference call with investors or analysts, and shall use their respective reasonable efforts to the extent practicable, give consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such other public statement prior to such consultation and receiving without the written consent of the other to issue party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of announcement that Parent or the Company are listeddetermines, after consultation with outside legal counsel, is required by Applicable Law or any listing rules of NASDAQ, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its reasonable best efforts to allow the other party or parties hereto reasonable time (taking into account the circumstances) to comment on on, such release or announcement in advance of such issuance (it being understood that issuance, and the final form and content of party will consider any such release reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or announcementconsent, as well as make any public statement in response to questions from the timing of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any such release documents, reports, statements, forms or announcement, shall other filings required to be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that made by the Company has not provided or Parent with any notice pursuant to Section 5.2(c)the SEC or equivalent foreign Governmental Authority, Parent so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) information contained in previous press releases, public disclosures or public statements made jointly by the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested parties (or individually, if approved in advance by the other party. In addition); and provided further that, provided that notwithstanding the Company has not provided foregoing, neither Parent with any notice pursuant to Section 5.2(c), nor the Company shall use commercially reasonable efforts be required to (a) consult with Parent regarding communications the other parties hereto before issuing any press release or making any other public statement with customersrespect to any Change in Recommendation, stockholdersAcquisition Proposal or Intervening Event; provided further that nothing in this Section 6.12 shall be deemed to modify or limit, prospective investors and employees related the ability to make any disclosures or statements pursuant to the transactions contemplated herebyimmediately preceding proviso shall be subject to, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsCompany’s obligations under Section 6.02.

Public Announcements. The initial press release with respect to announcing the execution and delivery of this Agreement and the transactions contemplated hereby shall be a joint press release agreed to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Thereafter, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, having any communication with the press (whether or not for attribution), making any other public statements statement or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger and consider transactions contemplated hereby and, except in good faith the views respect of the other partyany public statement or press release as may be required by Applicable Law or any listing agreement with or rule of any national securities exchange or association, and shall not issue any such press release or make any such other public statement or schedule any such press conference or conference call before such consultation and, solely in the case of the Company, without the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that if disclosure is required by Applicable Law or any such listing agreement, Parent and the Company shall, to the extent reasonably possible, provide the other parties with prompt notice of such requirement prior to making any disclosure so that such consultation other parties may seek an appropriate protective order and receiving confidential treatment; provided, further, that the written consent of the other restrictions set forth in this Section 8.04 shall not apply to issue such press release any release, announcement or make such public statementdisclosure made or proposed to be made following an Adverse Company Recommendation Change; provided, further, that, except as may be required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules rule of any national securities exchange or trading market on which securities of Parent association (and subject to the foregoing provisos), neither party shall disclose, disseminate or file, including with the SEC or the New York Stock Exchange, the Company are listed, in which case Disclosure Schedule or the party required to make Parent Disclosure Schedule without the release or announcement shall use reasonable best efforts to allow consent of the other party (not to be unreasonably withheld, conditioned or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing partydelayed). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors.

Public Announcements. The initial press release with respect to Neither Party nor their respective Affiliates shall make any public announcement regarding this Agreement or disclose the execution terms and delivery conditions of this Agreement shall be a joint press release or any other agreements contemplated hereby to any Third Party without the prior written consent of the other Party (not to be unreasonably withheld, delayed or conditioned), except (a) to advisors (including consultants, financial advisors, attorneys and accountants) on a need to know basis, in each case, under circumstances that reasonably protect the confidentiality thereof, (b) to the extent such disclosure is required by Applicable Law (including securities laws), (c) to potential acquirers of a majority of the assets of such Party related to this Agreement or equity of such Party in connection with negotiations of definitive agreements so long as the disclosing Party provides the other Party with prior written notice of any such disclosure (a Party shall not be required to disclose the other Person to any such negotiations or the terms of any proposed transaction), (d) those terms and conditions specifically designated for disclosure in that certain memorandum exchanged between the Parties on the Signature Date and referencing this Agreement, or (e) as otherwise mutually agreed upon by Parent the Parties (which agreement shall not be unreasonably withheld, conditioned or delayed and shall take into consideration the need for accuracy and compliance with (i) regulatory guidance documents and (ii) market requirements of the New York Stock Exchange or such other recognized exchange(s) on which securities of a Party or one of its Affiliates may be listed. Notwithstanding the foregoing, (A) without the prior written consent of the other Party, Pfenex or Hospira may (I) file with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K describing this Agreement and the Company. Except transactions contemplated hereby and (II) file a copy of this Agreement with the SEC as permitted in accordance with Section 5.2an exhibit to such Current Report on Form 8K or a subsequent periodic report; provided, Parent and that the Company Parties shall consult with each other before issuing, and, so as to minimize the extent practicable, give each other necessary disclosure and shall seek confidential treatment of such portions of this Agreement and the reasonable opportunity terms and conditions thereof as agreed upon by the Parties and permitted under Applicable Laws; and (B) the Parties agree to review and comment upon, any issue a joint press release announcing the execution of this Agreement, which is attached hereto as Exhibit B. Thereafter, Pfenex and Hospira may each disclose to Third Parties the information contained in such Current Report on Form 8-K or other public statements with respect to the Merger and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving without the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested need for further approval by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsParty.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, and give each other the reasonable opportunity to review and comment upon, any press release or other public statements statements, including any press conference or conference call with investors or analysts, with respect to the Merger and consider in good faith Transactions, including the views of the other partyMerger, and shall not issue any such press release or make any such public statement without the prior to such consultation and receiving the written consent of the other party (not to issue such press release be unreasonably withheld, conditioned or make such public statementdelayed), except in each case (i) as may be required by applicable Law, Law or court process or by obligations pursuant to any listing agreement with or the rules and regulations of any national securities exchange or trading market on which national securities of Parent quotation system or (ii) for any press release, public announcement or other public statement (A) by the Company are listedwith respect to any Adverse Recommendation Change made in accordance with this Agreement or any Company Takeover Proposal, (B) by Parent in which case the party required response to make the any Adverse Recommendation Change, any Company Takeover Proposal that becomes publicly known or any press release or public statement by the Company with respect to the foregoing, or (C) by either Parent and the Company that consists solely of information that is consistent with information disclosed in any press release, public statement or public announcement previously issued or made in compliance with this Section 6.07. The parties agree that all formal Company employee communication programs or announcements with respect to the Transactions shall use reasonable best efforts be in the forms mutually agreed to allow by the parties; provided, that no such mutual agreement shall be required for any communications made that are (i) substantially similar to a prior mutual joint communication, or (ii) based on mutually agreed content and do not substantially deviate from the substantive components of such content. The parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. Except as expressly contemplated by this Agreement (including the first sentence of this Section) or as required by Law, no party shall issue any press release or make any public statement regarding the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition’s operations, provided that directors, officers or employees without obtaining the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsparty’s prior written consent.

Public Announcements. The initial press release Parties agree that prior to making any public announcement or statement with respect to the execution and delivery of this Agreement or the transaction represented herein permitted under this Section 16.6, the Party desiring to make such public announcement or statement shall be provide the other Parties with a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views copy of the other party, and shall not issue any such press release proposed announcement or make any such public statement prior to the intended release date of such consultation and receiving announcement. The other Parties shall thereafter consult with the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required Party desiring to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcementrelease, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company Parties shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially exercise their reasonable efforts to (ai) consult with Parent regarding communications with customersagree upon the text of a joint public announcement or statement to be made by all Parties or (ii) in the case of a statement to be made solely by one Party, stockholders, prospective investors and employees related obtain approval of the other Parties to the transactions contemplated hereby, (b) provide Parent text of a public announcement or statement. Nothing contained in this Section 16.6 shall be construed to require any Party to obtain approval of any other Party to disclose information with stockholder lists respect to this Agreement or the transaction represented herein to any Governmental Authority to the extent required by Applicable Law or necessary to comply with disclosure requirements of the Company Securities and (c) allow and facilitate Parent contact with stockholders of the Company and Exchange Commission, New York Stock Exchange or any other prospective investors.regulated stock exchange. SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH BRACKETS AND THREE ASTERISKS [***]

Public Announcements. The initial press release with respect Prior to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and Closing, the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Parties shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release release, announcing or disclosing to employees of the Parties other than senior executives, making any other public statements statement, or scheduling any press conference or conference call with investors or analysts with respect to this Agreement or the Merger and consider in good faith the views of the other partytransactions contemplated hereby, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law (including Franchise Law), order of a court of competent jurisdiction or the rules of Nasdaq or any other national securities exchange or association, shall not issue any such press release, make such announcement or disclosures to employees other than senior executives, make any such other public statement or schedule any such press conference or conference call before any required consultation as contemplated by this Section 5.11; provided, that after the issuance of a press release, Buyer’s investor relations personnel may discuss with investors the information included in all press releases and public statements previously released or made, including in the BFI Reports. Following the Closing, no public announcement, press release or disclosure will be made by any Seller or such Seller’s Affiliates or representatives with respect to the subject matter of this Agreement or the transactions contemplated herein, including the existence and terms of this Agreement, without obtaining the prior written consent of Buyer; provided, however, that the provisions of this Section 5.11 will not prohibit (i) any disclosure required by any applicable Law, court process including any disclosure necessary or by obligations pursuant desirable to provide proper disclosure under the securities Laws or under any listing agreement with rules or rules regulations of any securities exchange or trading market on which the securities of Parent such party may be listed or traded, or (ii) any disclosure made in connection with the enforcement of any right or remedy relating to, or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content performance of any such release obligation arising under, this Agreement or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsherein.

Public Announcements. The Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and delivery will issue such press release promptly following the execution of this Agreement. From and after the date of this Agreement shall be a joint press release until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to be reasonably agreed upon by Article 7, so long as this Agreement is in effect, Parent and Merger Sub, on the one hand, and the Company. Except as permitted in accordance with Section 5.2, Parent on the other, and the Company any of their respective affiliates, shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, not issue any press release or other make any public statements statement with respect to the Merger and consider in good faith or this Agreement without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release party (which consent shall not be unreasonably withheld, conditioned or make such public statementdelayed), except as may be required by applicable Law, court process Law or by obligations pursuant to any the listing agreement with or the listing rules or regulations of any a national securities exchange or trading market on which securities of Parent or the Company such party are listed, or governmental body to which the relevant party is subject, in which case the party required to make the press release or announcement shall use its commercially reasonable best efforts to allow the each other party or parties hereto reasonable time to comment on such press release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)issuance. Without limiting the reach of Notwithstanding the foregoing, provided the restrictions set forth in this Section 5.8 shall not apply to any public press release or public announcement (x) made or proposed to be made in connection with a Competing Proposal, a Superior Proposal, a Company Change of Recommendation or a Company Intervening Event or any action taken pursuant thereto, in each case, that the Company has does not provided Parent violate Section 5.5 or (y) in connection with any notice pursuant to Section 5.2(c), Parent dispute between the parties regarding this Agreement or the Transactions. The press release announcing the execution and the Company delivery of this Agreement shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related not be issued prior to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists approval of each of the Company and (c) allow Parent. The Company shall file one or more current reports on Form 6-K with the SEC attaching the announcement press release and facilitate Parent contact with stockholders a copy of the Company and other prospective investorsthis Agreement as exhibits.

Public Announcements. The initial press release with respect relating to the execution and delivery of this Agreement shall be a joint press release release, the text of which has been agreed to be reasonably agreed upon by Parent each of Acquiror and the Company. Except as permitted Thereafter, between the date of this Agreement and the Closing Date or the earlier termination of this Agreement in accordance with Section 5.29.01, Parent unless otherwise required by applicable Law or the requirements of the NYSE (in which case Acquiror and the Company shall each use their reasonable best efforts to consult with each other before issuingmaking any required public statement or communication and coordinate such required public statement or communication with the other party, andprior to announcement or issuance), no party to the extent practicable, give each other the reasonable opportunity to review and comment upon, this Agreement shall make any press release or other public statement or issue any other public communication regarding this Agreement or the Transactions without the prior written consent of Acquiror and the Company, in each case, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, each party hereto and its Affiliates may (a) make internal announcements regarding this Agreement and the Transactions to their respective directors, officers, managers and employees without the consent of any other party hereto and may make public statements regarding this Agreement and the Transactions containing information or events already publicly known other than as a result of a breach of this Section 7.08, and (b) solely with respect to the Merger Blockers and consider in good faith the views of the other partytheir respective Affiliates, provide their respective prospective and current limited partners (or their equivalent) and their employees, accountants, advisors, investors, representatives and financing sources who have a need to know, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcementrepresentatives, as well as necessary in connection with the timing ordinary conduct of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, their respective businesses (provided that the Company has not provided Parent with any notice pursuant such person is subject to Section 5.2(can obligation of confidentiality), Parent general information regarding the subject matter of this Agreement, the Transaction Documents and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by hereby and thereby, including, in respect of the other party. In additionBlocker’s Affiliates, provided that the performance of such Affiliate’s investment in the Company has not provided Parent on a confidential basis, in connection with any notice pursuant to its or its affiliated fund’s normal fund raising, marketing or reporting activities; provided, further, that nothing in this Section 5.2(c), 7.08 shall prohibit the Company shall use commercially reasonable efforts to (a) consult or any of its Representatives from communicating with Parent regarding communications with customers, stockholders, prospective investors and employees related third parties to the transactions contemplated hereby, (b) provide Parent with stockholder lists extent necessary for the purpose of seeking any third-party consent or approval required to effect the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsTransactions.

Public Announcements. The initial Any public announcement, press release or similar publicity with respect to this Agreement or the Transactions will be issued, if at all, at such time and in such manner as Parent determines. Except with the prior consent of Parent or as permitted by this Agreement, neither JJI, any of its Subsidiaries, the Stockholders or their respective representatives shall disclose to any Person (i) the fact that any confidential information of JJI, any of its Subsidiaries or Stockholders has been disclosed to Parent or Parent’s Representatives, that Parent or Parent’s Representatives have inspected any portion of the confidential information of JJI, any of its Subsidiaries, the Stockholders or their respective representatives, or that JJI, any of its Subsidiaries, Stockholders or their respective representatives have inspected any portion of the confidential information of Parent or Parent’s Affiliates or (ii) any information about the Transactions, including the status of such discussions or negotiations, the execution and delivery of any documents (including this Agreement shall be a joint press release to be reasonably agreed upon by Agreement) or any of the terms of the Transactions or the related documents (including this Agreement). Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall JJI will consult with each other before issuingconcerning the means by which JJI’s or its Subsidiaries’ employees, andcustomers, suppliers and others having dealings with JJI or any of its Subsidiaries will be informed of the Transactions during the period prior to Closing, and Parent will have the extent practicableright to be present for any such communication. Notwithstanding the above, give each other the reasonable opportunity to review and comment upon, nothing in this Section 4.9 will preclude any press release or other public statements with respect to the Merger and consider party from making any disclosures if such party in good faith determines that (i) the views use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the other partyTransactions, and shall not issue any or (ii) the furnishing or use of such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be information is required by applicable Law, court process or by obligations pursuant necessary or appropriate in connection with legal proceedings or to comply with any listing agreement Law or otherwise necessary and proper in conjunction with or rules the filing of any securities exchange Tax Return or trading market on which securities of Parent or the Company are listed, in which case the party other document required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent filed with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsGovernmental Authority.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2Purchaser, Parent Seller and the Company each shall (a) consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, such party or any of its Affiliates issues any press release or otherwise makes any public statement (including, in the case of the Company or any Company Subsidiary, any public announcement to its employees, employee representatives, customers, Airport Authorities or other public statements business partners) with respect to this Agreement or the Merger and consider in good faith the views of transactions contemplated by this Agreement, (b) provide to the other party, parties for review a copy of any such press release or public statement and shall (c) not issue any such press release or make any such public statement prior to such consultation and receiving review and the written receipt of the prior consent of the other parties to issue such this Agreement (which consent shall not be unreasonably withheld, conditioned or delayed), except for any press release or make such public statement, except statement as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any applicable securities exchange exchange, to enforce the terms of this Agreement; provided, however, that the foregoing shall not restrict or trading market on which securities of Parent or prohibit the Company are listedfrom making any announcement from the date hereof through the Closing Date to its employees, customers and other business relations to the extent the Company determines in which case good faith that such announcement is necessary or advisable and, to the party required to make extent permitted by Law, the release or announcement shall use reasonable best efforts to allow the other party or applicable parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate consult with the other parties hereto prior to develop all making any such disclosure required by Law or pursuant to any listing agreement with or rules of any applicable securities exchange; provided, further, that Seller, the Company, and their respective Affiliates shall not be required to consult with Purchaser prior to issuing any press release or otherwise making any public announcement materials and make appropriate management available at presentations related statement that primarily relates to (i) the Company’s or any of its Affiliates’ review of strategic alternatives, including any sale, disposition or other strategic transaction involving Seller, MIC Ohana, Macquarie Terminal Holdings LLC, MIC Hawaii, MIC Renewable Energy Holdings LLC or any of their respective Subsidiaries (other than the transactions contemplated hereby) (the “Related Transactions”), or (ii) the Reorganization, nor shall the Company or any of its Affiliates be required to provide a copy of any such press release or public statement to Purchaser or seek Purchaser’s consent with respect thereto, including any such press release or public statement that discloses information relating to the transactions contemplated by hereby (in each case, so long as any information regarding Purchaser or its Affiliates and the Debt Financing Sources or potential Debt Financing Sources, including the identity of any such Persons, is not disclosed in connection therewith); provided, further, Affiliates of the Company and Purchaser may provide general information about the subject matter of this Agreement as reasonably requested by in connection with their or their Affiliates’ respective fund raising, marketing, informational or reporting activities of the other partykind customarily provided with respect to private equity investments of this kind. In additionNotwithstanding the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to nothing in this Section 6.8 shall limit the transactions contemplated herebyCompany’s or the Company Board’s rights under Section 6.21 [(Alternative Transaction Proposals)], (b) provide Parent with stockholder lists of the Company will no longer be required to consult with Purchaser in connection with any such press release or public statement regarding an Alternative Transaction Proposal from and after such time that the Company Board has made any Adverse Recommendation Change or shall have resolved to do so, and (c) allow and facilitate Parent contact with stockholders the requirements of this Section 6.8 shall not apply to any disclosure by the Company and or Purchaser of any information concerning this Agreement or the transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement or the other prospective investorstransactions contemplated by this Agreement.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views of the other party, and Seller shall not issue any such press release or make any such public statement announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior to such consultation and receiving the written consent of the other Buyer. Parent or Buyer shall be permitted to issue such any press release or make such any public statement, except as may be announcement or other disclosure relating to the existence or subject matter of this Agreement without the prior written consent of Seller only to the extent Parent believes in good faith that it is required by applicable Law, court process or by obligations pursuant to any listing agreement with or trading agreement, or the rules and regulations of any securities exchange or trading market stock exchange, including but not limited to the filing by Parent of a Current Report on which securities Form 8-K (the “Buyer 8-K”) to report execution of Parent or this Agreement. In connection with the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion preparation of the disclosing party). Without limiting the reach of the foregoingBuyer 8-K, provided that the Company has not provided Parent Seller shall, upon request by Buyer, furnish Buyer with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to information as may be reasonably necessary or advisable in connection with the transactions contemplated by this Agreement. At or after the execution of this Agreement, Seller and Buyer shall jointly issue a public announcement and/or press release and/or other disclosure, as shall be mutually agreed, of the transactions contemplated by this Agreement. Each party will not unreasonably withhold approval from the others with respect to any press release or public announcement. If any party determines with the advice of counsel that it is required to make this Agreement and the terms of the transaction public or otherwise issue a press release or make public disclosure with respect thereto, it shall, at a reasonable time before making any public disclosure, consult with the other party regarding such disclosure, seek such confidential treatment for such terms or portions of this Agreement or the transaction as may be reasonably requested by the other partyparty and disclose only such information as is legally compelled to be disclosed. In addition, provided that the Company has This provision will not provided Parent with apply to communications by any notice pursuant party to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsits Representatives.

Public Announcements. The initial press release with respect to the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with not, and shall cause its Subsidiaries to not, and Parent shall not, and shall cause each other before issuingof its Subsidiaries to not, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issue any press release or other public statements with respect to announcement concerning the Merger and consider in good faith Contemplated Transactions without the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press (which consent may not be unreasonably withheld, conditioned, or delayed), except any release or make such public statement, except as may be announcement required by applicable Law, court process or by obligations pursuant to any listing agreement Law (including in connection with or rules the making of any securities filings or notifications required under the HSR Act or any foreign Antitrust Laws in connection with the Contemplated Transactions) or any rule or regulation of Nasdaq, the New York Stock Exchange or any other stock exchange or trading market on to which securities of Parent or the Company are listedrelevant party is subject, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the each other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (issuance; it being understood that the final form and content of any such release or announcement, as well as to the timing of any such release or announcementextent so required, shall be at the final discretion of the disclosing party). Without limiting The restrictions of this Section 6.7 do not apply to communications by the reach Company in connection with an Acquisition Proposal or a Change of Board Recommendation made in compliance with Section 6.3 or any communication by Parent or Purchaser in response to any such communication by the Company. Each party hereto may make any press release or announcement to the extent that such press releases or announcements are consistent with previous press release or announce made in compliance with this Section 6.7. Each of the foregoingparties hereto agrees that, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c)promptly following execution of this Agreement, Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult the Company and Parent shall issue an initial joint press release with Parent regarding communications with customers, stockholders, prospective investors and employees related respect to the transactions contemplated herebyContemplated Transactions, in a form mutually agreed to by the Company and Parent, (b) provide Parent with stockholder lists of the Company shall (i) file a current report on Form 8-K with the SEC attaching such initial press release and copy of this Agreement as exhibits and (ii) file a pre-commencement communication on Schedule 14D-9 with the SEC attaching such initial press release and (c) allow Parent and facilitate Parent contact Purchaser shall file a pre-commencement communication on Schedule TO with stockholders of the Company and other prospective investorsSEC attaching such initial press release.

Public Announcements. The initial press release with respect to Merger Sub, the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent Company and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company Shareholders shall use reasonable efforts to consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the Merger and consider in good faith the views this Agreement or any of the other partyTransactions. Prior to the Closing, Merger Sub, Parent, the Company and the Shareholders shall not issue any such press release or make any such public statement without the prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementparties (which consent shall not be unreasonably withheld), except as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with the New York Stock Exchange or rules of any national securities exchange or trading market on to which securities of Parent Merger Sub or the Company are listedis a party and, in which case the party required to make the release or announcement such case, shall use reasonable best efforts to allow consult with all the other party or parties hereto reasonable time prior to comment on such release or announcement statement being issued. The parties shall agree on the text of a joint press release by which Merger Sub and the Company will announce the execution of this Agreement. Such initial press release announcing the execution of this Agreement, which press release shall be issued in advance the manner that is customary for issuing a press release for a transaction such as the Merger and consistent with the past practices of the Company, may include the following language and the inclusion of such issuance (it being understood language shall not be a breach of any provision of this Agreement and shall not constitute solicitation of a Competing Transaction or a proposal therefor: "Notwithstanding its recommendation and consistent with the terms of the Merger Agreement, the Special Committee of the Company's Board of Directors has requested that the final form Special Committee's financial advisor, CIBC World Markets, be available to receive unsolicited inquiries from any other parties interested in the possible acquisition of the Company. If the Special Committee of the Company's Board of Directors concludes that the failure to provide information to, or engage in discussions or negotiations with, such parties would be inconsistent with its fiduciary duties to the Company's stockholders, CIBC World Markets, in conjunction with the Special Committee of the Company's Board of Directors, may provide information to and content of engage in discussions and negotiations with such parties in connection with any such release or announcementindicated interest. Under specified circumstances, the Company has the right to terminate the merger agreement and to enter into an agreement with a party proposing a competing transaction. The obligation of certain shareholders to support the merger agreement would also terminate upon the termination of the merger agreement. The full text of the merger agreement, which describes the obligations of the Company under such circumstances, as well as the timing of any such release or announcementshareholder support agreement, shall will be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that timely filed by the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent the SEC and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management should be available at presentations related to no cost from the transactions contemplated by this Agreement as reasonably requested by the other party. In additionSEC's web site, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorswww.sec.gov."

Public Announcements. The initial press release with respect to Parties shall maintain in confidence the execution and delivery terms of this Agreement shall be a joint press release to be reasonably agreed upon by Parent the Settlement Documents and the Company. Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, any press release or other public statements with respect to the Merger and consider in good faith the views negotiations of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party)Parties pertaining thereto. Without limiting the reach generality of the foregoing, provided neither Party nor its counsel shall provide discovery (including without limitation documents, oral testimony or statements whether by deposition or otherwise, the work of outside experts or consultants, or work product embodying any of the above) to any Third Party in any judicial or arbitral proceeding pertaining to the Settlement Documents in the Territory. Notwithstanding these obligations, (i) Par may issue a press release with the prior written consent of Supernus (such consent to be at the sole discretion of Supernus) but may state publicly that the Company Pending Litigation has not provided Parent with any notice pursuant to Section 5.2(c)been settled on terms that are confidential, Parent and which public statement may be made without the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to prior written consent of Supernus; (ii) Supernus may issue a press release without the transactions contemplated consent of Par; (iii) either Party may disclose such terms in discovery as otherwise required by this Agreement as reasonably requested by the other party. In additioncourt order, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), other Party shall be given the Company shall use commercially reasonable efforts opportunity to (a) consult with Parent regarding communications with customersreview and comment on the proposed disclosure reasonably in advance of the disclosure, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists quash such order and to obtain a protective order requiring that the information and documents that are the subject of such order be held in confidence by such court; (iv) either Party may disclose such terms on a need-to-know basis to such Party’s actual and prospective investors, prospective acquirers, underwriters and lenders, attorneys, accountants, insurers and FDA consultants, so long as the disclosed-to entity is bound by rules of professional conduct, or has agreed in writing and in advance to maintain the confidentiality of such information under terms no less restrictive than those set forth herein; (v) Supernus may disclose the terms of the Company Settlement Documents to a Third Party litigant in any patent litigation or other legal proceeding (or settlements thereof) relating to the Litigated Patents or Trokendi XR®, (vi) Par may disclose such terms to the FDA as may be necessary or useful in obtaining and maintaining Regulatory Approval of the Par ANDA and Launching the Par Product as provided by the Settlement Documents, so long as Par requests that the FDA maintain such terms in confidence, and (cvii) allow and facilitate Parent contact either Party may disclose such terms as otherwise required by Law, including without limitation SEC reporting requirements, or by the rules or regulations of any stock exchange to which the Parties are subject; provided that the Parties will coordinate in advance with stockholders each other in connection with the redaction of certain provisions of the Company Settlement Documents with respect to any SEC filings, and each Party shall use reasonable efforts to seek confidential treatment for such terms; provided, however, that each Party shall ultimately retain control over what information to disclose to the SEC or any other prospective investorssuch agencies.

Public Announcements. The initial press release with respect to issued by Parent and the execution and delivery of Company concerning this Agreement and the Transactions shall be a joint press release to be reasonably agreed upon by Parent release, the contents of which shall have received prior approval from both such parties, and the Company. Except as permitted in accordance with Section 5.2, thereafter Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, issuing any press release or other otherwise making any public statements with respect to the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such public statement prior to such consultation consultation; provided, that the restrictions set forth in this Section 5.09 shall not apply to any press release, public statement or other announcement issued or made, or proposed to be issued or made, by either Parent or the Company or the Special Committee (a) in connection with, or in response to, a Competing Proposal or Change of Company Recommendation in compliance with Section 5.03 and receiving Section 5.04 with respect to the written consent of the other to issue such press release or make such public statementmatters contemplated thereby, except (b) as may be required by applicable Law, court process Law or by obligations pursuant to any listing agreement with or rules of any national securities exchange or trading market on which securities (c) that is consistent in all material respects with previous press releases, public disclosures or public statements made by a party hereto in accordance with this Section 5.09, including investor conference calls, filings with the SEC, Q&As or other publicly disclosed documents, in each case under this clause (c) to the extent such disclosure is still accurate. Nothing in this Section 5.09 shall limit the ability of Parent or the Company are listed, in which case the party required to make any internal announcements to its employees that are consistent in all material respects with the release prior public disclosures regarding the Transactions or announcement shall use reasonable best efforts to allow not inconsistent with the other party or parties hereto reasonable time to comment on such release or announcement in advance terms of such issuance (it being understood this Agreement; provided, that the final form and content Company provide a copy to Parent of any such release or announcementcommunication prior to making such communication (provided, as well as that without limiting the timing Company’s obligation to provide a copy of any such release or announcementcommunication to Parent in advance as required by this Section 5.09, the failure to provide a copy of any such communication in advance shall not be at the final discretion taken into account for purposes of determining whether any of the disclosing partyconditions set forth in Article VI have been satisfied or give rise to any right to terminate under Article VII if a Dual Representative has actual knowledge of and has reviewed such communication). Without limiting For the reach avoidance of the foregoingdoubt, provided that the Company has not provided Parent with any public filings providing notice to or seeking approval from any Governmental Entity made pursuant to Section 5.2(c), Parent 5.09 shall be governed by Section 5.07 and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by not this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investors5.09.

Public Announcements. The initial press release Parties shall use their respective reasonable best efforts to develop a joint communications plan with respect to the execution transactions contemplated by this Agreement and delivery of ensure that all press releases and any other public announcements with respect to the transactions contemplated by this Agreement shall be a consistent with such joint press release to communications plan. Without the prior approval of Buyer (which shall not be reasonably agreed upon by Parent unreasonably withheld), Seller shall not, and the Company. Except as permitted in accordance with Section 5.2shall not permit any Group Company or any Affiliate thereof to, Parent and the Company shall consult with each other before issuing, and, to the extent practicable, give each other the reasonable opportunity to review and comment upon, make any press release or other public statements with respect announcement, including communications to the Merger and consider in good faith the views any of the other partyGroup Companies’ suppliers, dealers, licensees, officers, employees, customers and others having business relations with the Group Companies, concerning the transactions contemplated by this Agreement that is not consistent with the joint communications plan, except as may be required by any applicable Law; provided, however, that Seller and its Affiliates may, without the prior approval of Buyer, provide general information about the subject matter of this Agreement in connection with their respective fund raising, marketing, informational or reporting activities. Without the prior approval of Seller (which shall not be unreasonably withheld), Buyer shall not, and shall not issue permit any such of its Subsidiaries to, make any press release or make other public announcement, including communications to any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statementGroup Companies’ suppliers, dealers, licensees, officers, employees, customers and others having business relations with the Group Companies, concerning the transactions contemplated by this Agreement that is not consistent with the joint communications plan, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent Law or the Company are listedrules and regulations of the Exchange. If Buyer or Seller determines that it is required by applicable Law or the rules and regulations of the Exchange, in which case the party required as applicable, to make disclosure, it shall send notice to such effect, accompanied by the release or announcement shall use reasonable best efforts text of the proposed disclosure, to allow the other party or parties hereto reasonable time to comment on such release or announcement Parties as far in advance of such issuance (it being understood that the final form as practicable, and content of shall reasonably consider any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested comments made by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related Parties relating to the transactions contemplated hereby, (b) provide Parent with stockholder lists of proposed disclosure to the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsextent practicable.

Public Announcements. The parties hereto agree that the initial press release to be issued with respect to the Transactions shall be a joint press release, in a form mutually agreed to by the parties hereto, and shall be issued as promptly as practicable following the execution and delivery of this Agreement shall be a joint press release to be reasonably agreed upon by Parent (and the Companyin no event later than 8:30 a.m., Paris time, on January 22, 2018). Except as permitted in accordance with Section 5.2, Parent and the Company shall consult with each other before issuingissuing any other press release, andor scheduling a press conference or conference call with investors or analysts, and shall use reasonable best efforts to the extent practicable, give consult with each other the reasonable opportunity to review and comment upon, before making any press release or other public statements statement, in each case with respect to this Agreement or the Merger and consider in good faith the views of the other party, Transactions and shall not issue any such press release or make any such other public statement prior to such consultation and receiving without the written consent of the other to issue party, which consent shall not be unreasonably withheld, conditioned or delayed, except for any such press release or make such public statementannouncement that Parent or the Company determines, except as may be after consultation with outside legal counsel, is required by applicable Law, court process Applicable Law or by obligations pursuant to any listing agreement with or rules rule of any national or foreign securities exchange or trading market on association upon which the securities of Parent or the Company or Parent, as applicable, are listed, in which case the party required to make the release or announcement shall provide notice to and, to the extent reasonably practicable, consult with the other party about, and shall use its commercially reasonable best efforts to allow the other party or parties hereto reasonable time (taking into account the circumstances) to comment on on, such release or announcement in advance of such issuance (it being understood that issuance, and the final form and content of party will consider any such release reasonable comments that are timely provided in good faith; provided, however, each party may, without such consultation or announcementconsent, as well as make any public statement in response to questions from the timing of press, analysts, investors or those attending industry conferences, make internal announcements to employees and make disclosures in Company SEC Documents and any such release documents, reports, statements, forms or announcement, shall other filings required to be at the final discretion of the disclosing party). Without limiting the reach of the foregoing, provided that the Company has not provided made by Parent with any notice pursuant to Section 5.2(c)the SEC or equivalent foreign Governmental Authority, Parent so long as such statements, announcements and disclosures substantially reiterate (and are not inconsistent with) previous press releases, public disclosures or public statements made jointly by the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested parties (or individually, if approved in advance by the other party. In addition); and provided further that, provided that notwithstanding the Company has not provided foregoing, neither Parent with any notice pursuant to Section 5.2(c), nor the Company shall use commercially reasonable efforts be required to (a) consult with Parent regarding communications the other parties hereto before issuing any press release or making any other public statement with customersrespect to any Change in Recommendation, stockholdersAcquisition Proposal or Intervening Event; provided further that nothing in this Section 6.12 shall be deemed to modify or limit, prospective investors and employees related the ability to make any disclosures or statements pursuant to the transactions contemplated herebyimmediately preceding proviso shall be subject to, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsCompany’s obligations under Section 6.02.

Public Announcements. The initial press release with respect Upon execution of this Agreement, no party shall make, or allow any affiliate, agent or representative thereof to make, any public announcements regarding this Agreement or the transactions contemplated hereby or thereby, including, without limitation, any announcement to the execution financial community or to any governmental authorities, employees, customers, suppliers or the general public, without the prior written approval of the other party as to the content, timing and delivery manner of this Agreement presentation or publication thereof; provided, however, that each party may make such announcements and such disclosures as such party shall determine are required to be made by applicable law. In the event that any party hereto believes in good faith that any such disclosure is required by applicable law, such party shall nonetheless use its good faith efforts to consult (as to the content, timing and manner of presentation or publication thereof) with the other party a reasonable period of time prior to making such disclosure; provided, however, no party shall be required to consult with any other party in connection with disclosures made pursuant to any applicable freedom of information, sunshine or similar law. Notwithstanding the foregoing, Purchaser or Lexington shall be entitled to (1) file a joint press release to be reasonably agreed upon by Parent Current Report on Form 8-K with the Securities and Exchange Commission, substantially in the form attached as Exhibit B hereto, within four business days of the date hereof, (2) publicly disclose the Agreement and the Company. Except transactions contemplated hereby pursuant to a press release, substantially in the form attached as permitted in accordance with Section 5.2Exhibit C hereto, Parent and (3) make disclosures regarding the Agreement and the Company shall consult with each other before issuing, and, transactions contemplated hereby to the extent practicable, give each necessary to comply with its obligations to file other the reasonable opportunity periodic reports required to review and comment upon, any press release or other public statements with respect be filed to the Merger Securities and consider in good faith the views of the other party, and shall not issue any such press release or make any such public statement prior to such consultation and receiving the written consent of the other to issue such press release or make such public statement, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with or rules of any securities exchange or trading market on which securities of Parent or the Company are listed, in which case the party required to make the release or announcement shall use reasonable best efforts to allow the other party or parties hereto reasonable time to comment on such release or announcement in advance of such issuance (it being understood that the final form and content of any such release or announcement, as well as the timing of any such release or announcement, shall be at the final discretion of the disclosing party). Without limiting the reach of the foregoingExchange Commission, provided that such other periodic reports do not contain disclosures beyond the Company has not provided Parent with any notice pursuant to Section 5.2(c), Parent disclosures contain in Exhibits B and the Company shall use commercially reasonable efforts to cooperate to develop all public announcement materials and make appropriate management available at presentations related to the transactions contemplated by this Agreement as reasonably requested by the other party. In addition, provided that the Company has not provided Parent with any notice pursuant to Section 5.2(c), the Company shall use commercially reasonable efforts to (a) consult with Parent regarding communications with customers, stockholders, prospective investors and employees related to the transactions contemplated hereby, (b) provide Parent with stockholder lists of the Company and (c) allow and facilitate Parent contact with stockholders of the Company and other prospective investorsD hereto.