Common use of Private and Confidential Clause in Contracts

Private and Confidential. Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer to the discussions you have had with Freshfields Bruckhaus Xxxxxxxx LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that any of the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 provide Delta with any Xxxx information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Delta with any Xxxx Restricted Information. We confirm that no director or employee of Delta will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We will promptly inform the Panel if any Restricted Information comes into Delta’s possession. We confirm that no other firm has been engaged to date by Delta to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. We will require such firms to provide the Panel with a list of key individuals who will receive Restricted Information and we shall seek the Panel’s consent to the addition of such firms before they are permitted to receive Restricted Information, in accordance with Practice Statement 30. Yours sincerely, [ ] PART A (ii) Form of Confirmation of XXXX [Letterhead of Xxxx] Delta AG By Email [Date] Dear Xxxx Xxxxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer to the discussions you have had with Linklaters LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that Freshfields Bruckhaus Xxxxxxxx LLP nor any of the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 by Freshfields Bruckhaus Xxxxxxxx LLP provide Xxxx with any Delta information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Xxxx with any Delta Restricted Information. We confirm that no director or employee of Xxxx will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We confirm that no other firm has been engaged to date by Xxxx to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. Yours sincerely, [ ] PART B Form of Confirmation of Lead External Antitrust Legal Counsel [Letterhead of antitrust legal counsel] Private and Confidential Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We are retained as external legal counsel by [Xxxx] [Delta] to advise on competition or regulatory clearances relating to a potential transaction involving a merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we will not provide to [Xxxx] [Delta] or any member of the corporate (or other) deal team(s) at any instructed external law firm (including [insert name of relevant law firm sending the letter]) any information designated “Outside Counsel/Retained Experts Only” received by us from [Xxxx] [Delta] pursuant to our engagement on this matter (the Restricted Information), or other information which enables a person to deduce the Restricted Information. For the avoidance of doubt, we will not disclose any Restricted Information, or other information which enables a person to deduce the Restricted Information, to [Xxxx] [Delta] or any person outside the External Antitrust Clean Team (as defined in the Joint Defense Agreement) other than the relevant regulatory authorities. However, we may disclose the Restricted Information:

Private and Confidential. Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx Xxxx, DELTA AG This Award Agreement describes the details under which you (“DELTAyou” or the “Participant”) / XXXX GROUP are being granted a Stock Option Award (the “XXXXOption”) We refer consisting of an option to the discussions you have had with Freshfields Bruckhaus Xxxxxxxx LLP regarding regulatory clearances with reference to acquire [l] Class B Common Shares of XX Xxxxxx Holdings LLC, a possible merger of equals combination of Delta and Xxxx Delaware limited liability company (the Transaction“Company”). We confirm that we have not requested that any of , under the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 provide Delta with any Xxxx information designated “Outside Counsel/Retained Experts Only” 2018 Employee Incentive Plan (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Delta with any Xxxx Restricted Information. We confirm that no director or employee of Delta will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We will promptly inform the Panel if any Restricted Information comes into Delta’s possession. We confirm that no other firm has been engaged to date by Delta to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter amended from time to time, the “Plan”). Additional firms A copy of the Plan can be found on the Solium Shareworks site. Capitalized terms used in this Award Agreement have the meanings given in the Plan unless noted otherwise herein (including as set forth in Exhibit A). The full terms of your Option are set out in this Award Agreement, the Plan and any policy adopted by the Board in respect of the Plan and the Option that is applicable to this Award Agreement. In the event of any conflict between this Award Agreement and the Plan, the terms of this Award Agreement shall prevail. Further, Section 15(a) of the Plan shall not be applicable to this Award Agreement. This Award Agreement may only be instructed amended in due coursewriting with mutual written consent of the Board and the Participant. We will require such firms to provide Summary of the Panel with Award Issuer XX Xxxxxx Holdings LLC, a list Delaware limited liability company Number of key individuals who will receive Restricted Information and we shall seek the Panel’s consent Common Shares Subject to the addition Option [l] Grant Date [l] Exercise Price $1,515 Vesting This Option will vest over the ten (10)-year period beginning on the first (1st) anniversary of the Grant Date, with 10% of the Option vesting on [l], 2.5% of the Option vesting on a quarterly basis thereafter, and the xxxxx 0% vesting on [l]; provided that you must be continuously employed by the Company or any of its Subsidiaries from the Grant Date through each such firms before they are permitted to receive Restricted Information, in accordance with Practice Statement 30vesting date. Yours sincerely, [ Option Expiration Date [l] PART A (ii) Form of Confirmation of XXXX [Letterhead of Xxxx] Delta AG By Email [Date] Dear Xxxx Xxxxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer Restrictive Covenants You will be subject to the discussions restrictive covenants set forth in Exhibit A attached. Accredited Investor Questionnaire If requested by the Committee, you have had with Linklaters LLP regarding regulatory clearances with reference will be required to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that Freshfields Bruckhaus Xxxxxxxx LLP nor any complete an Accredited Investor Questionnaire prior to acceptance of the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 by Freshfields Bruckhaus Xxxxxxxx LLP provide Xxxx with any Delta information designated “Outside Counsel/Retained Experts Only” (Restricted Information) grant. Terms and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Xxxx with any Delta Restricted Information. We confirm that no director or employee of Xxxx will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We confirm that no other firm has been engaged to date by Xxxx to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. Yours sincerely, [ ] PART B Form of Confirmation of Lead External Antitrust Legal Counsel [Letterhead of antitrust legal counsel] Private and Confidential Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We are retained as external legal counsel by [Xxxx] [Delta] to advise on competition or regulatory clearances relating to a potential transaction involving a merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we will not provide to [Xxxx] [Delta] or any member Conditions of the corporate (or other) deal team(s) at any instructed external law firm (including [insert name of relevant law firm sending the letter]) any information designated “Outside Counsel/Retained Experts Only” received by us from [Xxxx] [Delta] pursuant to our engagement on this matter (the Restricted Information), or other information which enables a person to deduce the Restricted Information. For the avoidance of doubt, we will not disclose any Restricted Information, or other information which enables a person to deduce the Restricted Information, to [Xxxx] [Delta] or any person outside the External Antitrust Clean Team (as defined in the Joint Defense Agreement) other than the relevant regulatory authorities. However, we may disclose the Restricted Information:Option

Private and Confidential. Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX EC4M 7DY By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer to the discussions you have had with Freshfields Bruckhaus Xxxxxxxx LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that any of the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 provide Delta with any Xxxx information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Delta with any Xxxx Restricted Information. We confirm that no director or employee of Delta will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We will promptly inform the Panel if any Restricted Information comes into Delta’s possession. We confirm that no other firm has been engaged to date by Delta to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. We will require such firms to provide the Panel with a list of key individuals who will receive Restricted Information and we shall seek the Panel’s consent to the addition of such firms before they are permitted to receive Restricted Information, in accordance with Practice Statement 30. Yours sincerely, [ ] PART A (ii) Form of Confirmation of XXXX [Letterhead of Xxxx] Delta AG By Email [Date] Dear Xxxx Xxxxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer to the discussions you have had with Linklaters LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that Freshfields Bruckhaus Xxxxxxxx LLP nor any of the firms listed in the Appendix to the Submission made to the Panel on 12 February 2016 by Freshfields Bruckhaus Xxxxxxxx LLP provide Xxxx with any Delta information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Xxxx with any Delta Restricted Information. We confirm that no director or employee of Xxxx will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We confirm that no other firm has been engaged to date by Xxxx to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. Yours sincerely, [ ] PART B Form of Confirmation of Lead External Antitrust Legal Counsel [Letterhead of antitrust legal counsel] Private and Confidential Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX EC4M 7DY By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We are retained as external legal counsel by [Xxxx] [Delta] to advise on competition or regulatory clearances relating to a potential transaction involving a merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we will not provide to [Xxxx] [Delta] or any member of the corporate (or other) deal team(s) at any instructed external law firm (including [insert name of relevant law firm sending the letter]) any information designated “Outside Counsel/Retained Experts Only” received by us from [Xxxx] [Delta] pursuant to our engagement on this matter (the Restricted Information), or other information which enables a person to deduce the Restricted Information. For the avoidance of doubt, we will not disclose any Restricted Information, or other information which enables a person to deduce the Restricted Information, to [Xxxx] [Delta] or any person outside the External Antitrust Clean Team (as defined in the Joint Defense Agreement) other than the relevant regulatory authorities. However, we may disclose the Restricted Information:

Private and Confidential. DLJ Merchant Banking II, Inc. 00 Xxxxxxx Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxx Xxxx, XX 00000 Xxx Xxxxxxxx Corporation 0000 Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx XxxxXx. Xxxxx, DELTA AG XX 00000 Ladies and Gentlemen: Reference is hereby made to that certain letter agreement dated March 26, 2002, as amended (“DELTA”the "Amendment") / XXXX GROUP on October 31, 2003 (“XXXX”as amended, the "Agreement"), a copy of which is attached hereto, between Credit Suisse First Boston Corporation (n/k/a Credit Suisse First Boston LLC "CSFB") We refer and Xxx Xxxxxxxx Corporation (the "Company"). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. CSFB hereby assigns as of the date hereof all of its rights and obligations under the Agreement to DLJ Merchant Banking II, Inc. ("Merchant Banking"), and Merchant Banking hereby assumes as of the date hereof all of the rights and obligations of CSFB under the Agreement. The Company hereby consents to such assignment and assumption, and the Company shall pay to Merchant Banking, instead of the amounts and the times set forth in paragraph 2(a) of the Agreement, the Annual Fee in the amount, and at the times, set forth in the following paragraph. Merchant Banking and the Company hereby agree that after giving effect to the discussions you have had with Freshfields Bruckhaus Xxxxxxxx LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx foregoing assignment (i) the Transaction). We confirm that we have not requested that any waiver of the firms listed Annual Fee referenced in the Appendix to the Submission made to the Panel on 12 February 2016 provide Delta with any Xxxx information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Delta with any Xxxx Restricted Information. We confirm that no director or employee of Delta will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We will promptly inform the Panel if any Restricted Information comes into Delta’s possession. We confirm that no other firm has been engaged to date by Delta to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. We will require such firms to provide the Panel with a list of key individuals who will receive Restricted Information and we shall seek the Panel’s consent to the addition of such firms before they are permitted to receive Restricted Information, in accordance with Practice Statement 30. Yours sincerely, [ ] PART A Amendment is hereby terminated; (ii) Form the Agreement shall be valid and effective for a term of Confirmation one (1) year from the date hereof; (iii) the Annual Fee due and payable for 2004 (i.e. $500,000) shall be paid by the Company within three (3) business days following the date hereof; and (iv) paragraph 5 (Additional Services) of XXXX [Letterhead of Xxxx] Delta AG By Email [Date] Dear Xxxx Xxxxxxthe Agreement is deleted in its entirety. Notwithstanding the foregoing, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We refer CSFB and its affiliates shall have the rights and benefits provided by the indemnity set forth on Annex A to the discussions you have had Agreement (in addition to, and not to the exclusion of, Merchant Banking) for any advisory services rendered or failed to be rendered by CSFB to the Company pursuant to the Agreement prior to the date hereof. Please confirm your agreement with Linklaters LLP regarding regulatory clearances with reference to a possible merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we have not requested that Freshfields Bruckhaus Xxxxxxxx LLP nor any of the firms listed foregoing by signing in the Appendix space indicated below and returning an executed copy of this letter to the Submission made CSFB. Very truly yours, CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Title: Authorized Signatory Accepted and agreed to the Panel on 12 February 2016 by Freshfields Bruckhaus Xxxxxxxx LLP provide this 27th day of April, 2004 DLJ MERCHANT BANKING II, INC. By: /s/ XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: Vice President Acknowledged and agreed to this 27th day of April, 2004 XXX XXXXXXXX CORPORATION By: /s/ XXXX XXXXXX Name: Xxxx with any Delta information designated “Outside Counsel/Retained Experts Only” (Restricted Information) and that we will not do so. Furthermore, we waive all right, power, or privilege to request Restricted Information, or other information which enables a person to deduce the Restricted Information, from any of those firms and release and hold harmless the same from any professional duty or obligation to provide information and will not request that any of them provide Xxxx with any Delta Restricted Information. We confirm that no director or employee of Xxxx will receive or have access to any Restricted Information until the offer becomes unconditional in all respects. We confirm that no other firm has been engaged to date by Xxxx to advise on regulatory clearances relating to the Transaction. We will inform you of such additional firms as may be engaged in this matter from time to time. Additional firms may be instructed in due course. Yours sincerely, [ ] PART B Form of Confirmation of Lead External Antitrust Legal Counsel [Letterhead of antitrust legal counsel] Private and Confidential Xxxxxx Xxxx The Takeover Panel 00 Xxxxxxxxxxx Xxxxxx Xxxxxx XX0X 0XX By Email [Date] Dear Xx Xxxx, DELTA AG (“DELTA”) / XXXX GROUP (“XXXX”) We are retained as external legal counsel by [Xxxx] [Delta] to advise on competition or regulatory clearances relating to a potential transaction involving a merger of equals combination of Delta and Xxxx (the Transaction). We confirm that we will not provide to [Xxxx] [Delta] or any member of the corporate (or other) deal team(s) at any instructed external law firm (including [insert name of relevant law firm sending the letter]) any information designated “Outside Counsel/Retained Experts Only” received by us from [Xxxx] [Delta] pursuant to our engagement on this matter (the Restricted Information), or other information which enables a person to deduce the Restricted Information. For the avoidance of doubt, we will not disclose any Restricted Information, or other information which enables a person to deduce the Restricted Information, to [Xxxx] [Delta] or any person outside the External Antitrust Clean Team (as defined in the Joint Defense Agreement) other than the relevant regulatory authorities. However, we may disclose the Restricted Information:Title: Chief Financial Officer QuickLinks