Common use of Public Disclosure Clause in Contracts

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution Without limiting any other provision of this Agreement, Parent and Company will issue such press release promptly following the execution of this Agreement. Thereafterconsult with each other before issuing, so long as this Agreement is in effectand provide each other a reasonable opportunity to review, neither the Company nor Parentcomment upon and concur with, nor any of their and use its respective Affiliates, shall issue or cause the publication of commercially reasonable efforts to agree on any press release or other public announcement statement with respect to this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement without hereby, and will not issue any such press release or make any such public statement prior to such consultation and (to the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed)extent practicable) agreement, except as may be required by Applicable Law law or any listing agreement with a Nasdaq or any other applicable national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity exchange or market. The parties hereto have agreed to the other Party to review and comment upon such text of the joint press release or other announcement in advanceannouncing the signing of this Agreement. Notwithstanding the foregoing provisions of this Section 6.13foregoing, (i) each of Parent and the Company may make press releases or any public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company may make public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements consist solely of information previously disclosed in all material respects in are consistent with previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material(or individually, non-public information regarding if approved by the other Partiesparty) (ii) each of Parent and Company may, this Agreementwithout the prior consent of the other party, the Merger issue any press release or make a public statement if required by any Legal Requirements or the rules and regulations of Nasdaq if it first notifies and consults with the other transactions contemplated by this Agreementparty prior to issuing such press release or making such statement, and (iii) this in the event that there has been a Superior Offer or Change of Recommendation pursuant to Section 6.13 shall not apply 5.3(d) hereof, neither Parent nor Company will have any further obligation to consult with each other, and agree, before issuing any press release or other otherwise making any public announcement statement with respect to the Transaction, this Agreement or disclosure by the Company in connection with a Company Board Recommendation any Acquisition Proposal, Superior Offer or Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)Recommendation.

Public Disclosure. Parent and the Company have agreed upon shall mutually agree on the initial joint press release or releases with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, the other transactions contemplated by this Agreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement hereby in connection with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly determination by the Company and Parent and do not reveal materialor the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, non-public information or is reasonably likely to constitute, a Company Superior Proposal or any dispute between the parties regarding the other Parties, this Agreement, the Merger or the other transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by this Agreementapplicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (iiib) this Section 6.13 shall not apply to the extent the content of any press release or other public announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or disclosure by the Company in connection substantially consistent with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)previously approved press release or announcement.

Public Disclosure. Parent and the Company have agreed upon the initial joint Except as otherwise required by law, rule or regulation, neither Party shall issue a press release with respect to the execution or make any other public disclosure of this Agreement, and will issue Agreement or the terms hereof without the prior written approval of the other Party of such press release promptly following or public disclosure and the execution content thereof; provided, that the Parties agree that disclosures of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any information for which consent has been previously obtained and of their respective Affiliates, shall issue or cause the publication information of any press release or other public announcement a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the Merger specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 4.10. Each Party shall submit any press release or public disclosure requiring the other transactions contemplated Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by this Agreement without law, rule or regulation, including in a filing with the prior consent Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other Party (disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such consent disclosures, such agreement not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliatesaffiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority (including the UKLA), the UK Panel on Takeovers and Mergers or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (iiib) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party will be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.13 6.4 shall not apply to any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company Board Recommendation Change in accordance with Section 5.4(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (for B) Parent in accordance with Section 5.5(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause (iii) shall in no way derogate from Merger or the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)transactions contemplated by this Agreement.

Public Disclosure. Parent and the Company have agreed upon the initial joint Except as otherwise required by law, rule or regulation, neither Party shall issue a press release with respect to the execution or make any other public disclosure of this Agreement, and will issue Agreement or the terms hereof without the prior written approval of the other Party of such press release promptly following or public disclosure and the execution content thereof; provided, however, the Parties agree that disclosures of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any information for which consent has been previously obtained and of their respective Affiliates, shall issue or cause the publication information of any press release or other public announcement a similar nature to that which has been previously disclosed publicly with respect to this Agreement, each shall not require advance approval; and provided, further, that, with prior notice to Celldex, Medarex may make a public disclosure with respect to the Merger specific stage of development of each Licensed Product as stated in the contents of the report provided to Medarex by Celldex pursuant to Section 8.4. Each Party shall submit any press release or public disclosure requiring the other transactions contemplated Party’s approval to the other Party, and the receiving Party shall have three (3) business days to review and approve any such press release or public disclosure, which approval shall not be unreasonably withheld. If the receiving Party does not respond in writing within such three (3) business day period, the press release or public disclosure shall be deemed approved. In addition, if a public disclosure is required by this Agreement without law, rule or regulation, including in a filing with the prior consent Securities and Exchange Commission, other than a filing on Form 10K or Form 10Q, the disclosing Party shall provide copies of the disclosure reasonably in advance of such filing or other Party (disclosure for the nondisclosing Party’s prior review and comment and the Parties shall thereafter mutually agree upon the extent and nature of any such consent disclosures, such agreement not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements disclosure concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange, to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4 or in connection with ordinary course communications regarding this Agreement and (iii) the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding any other provision of this Agreement, the requirements of this Section 6.13 5.10 shall not apply to (i) any such press release or other public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement or (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a determination by (A) the Company Board Recommendation Change in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (for B) Parent in accordance with Section 5.7(b) or Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (iiii) shall in no way derogate from or (ii), to the obligations extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the Company and the Company Board contained in Sections 6.1 and 6.2)contents of) its intended release, announcement or disclosure.

Public Disclosure. Parent and the Company have agreed upon the The initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without shall be a joint press release. Thereafter, until the Closing, if completed, the Company and Parent shall consult with each other, provide each other with a reasonable opportunity for review and obtain each other’s prior written consent of the other Party (such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed), prior to issuing any other press releases or otherwise making public statements, disclosures or communications with respect to the transactions contemplated by this Agreement except (a) as may be required or rendered impractical by Applicable Law or by obligations pursuant to any listing agreement with a or rules of any national securities exchange, interdealer quotation service or the NYSE, (b) with respect to any Change of Recommendation made in which event such Party shall use reasonable best efforts to consult accordance with and to provide a reasonable opportunity this Agreement or Parent’s responses thereto or (c) with respect to the other Party parties’ disclosures or communications with any Governmental Entity regarding the Proxy Statement or the expiration of waiting periods or approval of Governmental Entities contemplated by Section 6.5, which shall be governed by the provisions of Section 6.5. In addition to review and comment upon such press release or other announcement the exceptions set forth in advance. Notwithstanding foregoing clauses (a) through (c) of the foregoing provisions second sentence of this Section 6.136.10, (i) Parent and each of the Company and Parent (and Representatives thereof) may make press releases any public statements, disclosures or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company may make public statements communications in response to specific questions by inquiries from the press, analysts, investors investors, customers or those attending suppliers or via industry conferences or financial analyst or investor conference calls, so long as any such statements consist solely of information previously disclosed statements, disclosures or communications are consistent in all material respects in with previous press releasespublic statements, public disclosures or public statements communications jointly made jointly by the Company and Parent or to the extent that they have been reviewed and do not reveal material, non-public information regarding previously approved by both the other Parties, Company and Parent. Notwithstanding anything else to the contrary set forth in this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 Company shall not apply be required to provide Parent with an opportunity to review, comment or consent to any press statement, release or other public announcement disclosure in response to or disclosure by the Company in connection with the receipt and existence of an Acquisition Proposal, its consideration of making or its making of a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)or any matters related thereto.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements disclosure concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Proxy Statement or the Form S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, (a) without prior consent of the other parties, each party may disseminate information substantially consistent with information included in a press release or other document previously approved for external distribution by the other parties, or is otherwise not subject to such approval, in each case, pursuant to the first sentence of this Section 5.9 and (iiib) this Section 6.13 5.9 shall not apply to (i) any press release or other public announcement or disclosure in connection with any Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and determination or notice by the Company Board contained in Sections 6.1 and 6.2accordance with Section 5.6(b), Section 5.6(d) or Section 5.6(e) or any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements disclosure concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Proxy Statement or the Form S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, (a) without prior consent of the other parties, each party may disseminate information substantially consistent with information included in a press release or other document previously approved for external distribution by the other parties, or is otherwise not subject to such approval, in each case, pursuant to the first sentence of this Section 5.9, and (iiib) this Section 6.13 5.9 shall not apply to (i) any press release or other public announcement or disclosure in connection with any Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a determination by the Company Board Recommendation Change (for in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal or any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause Merger or the transactions contemplated by this Agreement; provided, that in the case of either of clauses (iiii) shall in no way derogate from or (ii), to the obligations extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the Company and the Company Board contained in Sections 6.1 and 6.2)contents of) its intended release, announcement or disclosure.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, Each party hereto shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior obtain consent of the other Party party (such consent not to be not unreasonably withhelddelayed, conditioned or delayedwithheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as may be required by Applicable Law or by any listing agreement Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the case of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a national securities exchangereasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in which event such Party good faith). To the extent practicable, each party shall use reasonable best efforts to consult cause any other public announcements or public disclosures (other than press releases) with respect to the transactions contemplated by this Agreement and any Ancillary Documents to provide be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the other Party reasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller’s prior written consent. To the extent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, such party shall give the non-disclosing party a reasonable opportunity to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from good faith take into account the obligations comments of such party) on the scope of any redactions and requests for confidential treatment of the Company and the Company Board contained in Sections 6.1 and 6.2)terms hereof.

Public Disclosure. Parent and The Backstop Investor agrees that, other than the Company have agreed upon the initial joint press release with respect to the execution existence of this Agreement, a potential transaction with a municipal transit authority (the “Transaction”) and will issue such press release promptly certain matters related to the Loan Agreement (the “Loan Matters”), no material non-public information concerning the Company, the Ordinary Shares or the Business Combination has been disclosed to the Backstop Investor by the Company or its representatives as of the Effective Date. The Company shall file a Current Report on Form 8-K with the SEC reporting the material terms of this Agreement within four (4) business days following the execution of this AgreementAgreement (the “Current Report”). ThereafterAdditionally, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, shall: (i) Parent publicly disclose the material terms of the Transaction (the “Transaction Disclosure”); and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent shall cause the Borrower to publicly disclose the material terms of the Loan Matters (the “Borrower Announcement”), provided that for each of the Transaction Disclosure and the Company may make Borrower Announcement such public statements in response disclosures shall be made prior to specific questions the purchase of any Backstop Investor Shares by the pressBackstop Investor and in no case later than two (2) business days prior to the Closing Announcement. The Company, analystsand the Borrower to the extent applicable, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely shall determine the content of information previously disclosed in all material respects in previous press releases, the public disclosures or public statements made jointly pursuant to this Section 9 provided that the material terms to be disclosed regarding the Transaction shall include, but not be limited to, (x) the total revenue impact, including any go forward options; (y) the timeline for recognizing the revenues generated by the project; and (z) the impact on the Company’s financial statements. Following the Effective Date, the Company shall not, and Parent and do not reveal materialshall cause its representatives to not, disclose any material non-public information regarding to the other PartiesBackstop Investor, this Agreementincluding any material non-public information concerning the Company, the Merger Ordinary Shares, the Transaction or the Business Combination, other transactions contemplated by than the existence of this AgreementAgreement and the Loan Matters, and (iii) this Section 6.13 such that, to the Company’s knowledge, the Backstop Investor shall not apply be in possession of any such material non-public information from and after the filing of the Current Report, the Transaction Disclosure and the Borrower Announcement. Notwithstanding anything in this Agreement to the contrary, the Backstop Investor agrees that the Company shall have the right to publicly disclose the nature of the Backstop Investor’s commitments, arrangements and understandings under and relating to this Agreement in any press release or other public announcement or disclosure filing by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)SEC.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (iiib) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, (i) no party shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.13 6.4 shall not apply to any press release or other public announcement or disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company Board Recommendation Change in accordance with Section 5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (for B) Parent in accordance with Section 5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause (iii) shall in no way derogate from Merger or the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)transactions contemplated by this Agreement.

Public Disclosure. Parent During the period from the date of this Agreement until one (1) year after the Fall-Away of Investor Rights, the Investor Parties and the Company have agreed upon the initial joint press release with respect to the execution of this Agreementshall, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of shall cause their respective AffiliatesAffiliates to, shall issue or cause consult with each other before issuing, and give each other the publication of opportunity to review and comment upon, any press release or other public announcement statements with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the Agreement, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public statement prior consent of the other Party (to such consent not to be unreasonably withheld, conditioned or delayed)consultation, except as may be required by Applicable Law applicable Law, judgment, court process or the rules and regulations of any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release exchange or other announcement in advancenational securities quotation system. Notwithstanding the foregoing provisions of foregoing, this Section 6.13, (i21(a) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure statement made by the Company or the Investor Parties (i) which does not contain any information relating to the transactions contemplated by this Agreement that has not been previously announced or made public in connection accordance with a Company Board Recommendation Change the terms of this Agreement (including, for the avoidance of doubt, the foregoing subclause fact that the Company is an investment of the Investor Parties and that the Investor Parties may include the Company’s name and its logo as part of its ordinary course disclosures of its investments and in a manner that is not adverse to the Company), (ii) is made in the ordinary course of business and does not relate specifically to the signing of this Agreement or the transactions contemplated by this Agreement or (iii) shall involving any information disclosed to Investor pursuant to Section 21(c)(iii) regarding (x) the number of unionized employees, (y) an estimate of hours of work performed by unionized employees and (z) hours performed by unionized contractors in connection with construction. Notwithstanding anything to the contrary in this Agreement, in no way derogate from the obligations event shall either this Section 21(a) or Section 21(b) limit disclosure by Investor Parties and their respective Affiliates of the Company ordinary course communications regarding this Agreement and the Company Board contained transactions contemplated by this Agreement to its existing or prospective general and limited partners, direct or indirect equityholders or limited partners, members, managers and investors of any Affiliates of such Person who are subject to a confidentiality obligation with respect thereto, or disclosing public information about the transactions contemplated by this Agreement on its website in Sections 6.1 the ordinary course of business or as part of any sales and 6.2)Transfers to any co-investors consummated in accordance with this Agreement.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of Unless otherwise permitted by this Agreement, Acquiror and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, Target shall issue or cause the publication of consult with each other before issuing any press release or otherwise making any public statement or making any other public announcement with respect (or non-confidential) disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement hereby, and neither shall issue any such press release or make any such statement or disclosure without the prior consent written approval of the other Party (such consent which approval shall not to be unreasonably withheld, conditioned withheld or delayed), except as may be required by Applicable Law applicable law or to comply with the rules and regulations of the SEC or any obligations pursuant to any listing agreement with a any national securities exchangeexchange or with Nasdaq, in which event such Party event, the party who is required to make disclosure shall use reasonable best efforts to consult with notify the other party as soon as reasonably possible of the nature and to provide a reasonable opportunity timing of the required disclosure. Notwithstanding anything herein or in the Confidentiality Agreement to the other Party contrary, any party to review this Agreement (and comment upon such press release their employees, representatives, or other announcement in advance. Notwithstanding the foregoing provisions agents) may disclose to any and all persons, without limitation of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreementkind, the Merger or tax treatment and tax structure of the other transactions contemplated by this AgreementAgreement (the "Transactions") 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 this sentence shall not permit any disclosure that otherwise is prohibited by this Agreement (i) until the earlier of (x) the date of the public announcement of discussions relating to the Transactions, (y) the date of the public announcement of the Transactions, and (iiiz) this Section 6.13 shall not apply the date of the execution of an agreement (with or without conditions) to any press release enter into the Transactions; or other public announcement (ii) if such disclosure would result in a violation of federal or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause state securities laws; or (iii) shall in no way derogate from to the obligations extent not related to the tax aspects of the Company and transaction. Moreover, nothing in this Agreement shall be construed to limit in any way any party's ability to consult any tax advisor regarding the Company Board contained in Sections 6.1 and 6.2)tax treatment or tax structure of the Transactions.

Public Disclosure. Parent From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company) or the Company have agreed upon (in the initial joint press release case of Parent), except as required by any Legal Requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. 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 parties 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 parties and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. Notwithstanding the foregoing, the parties hereto agree that as promptly as practicable after the execution of this Agreement, and Parent will issue such press release promptly following file with the SEC a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Thereafter, so long as Agreement (and may include a copy of this Agreement is in effectas an exhibit thereto), neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party Parent shall use reasonable best efforts to consult with and to the Company. Parent shall provide a reasonable opportunity to the other Party to Company for review and comment upon such press release or other announcement in advance. Notwithstanding a draft of the foregoing provisions of this Section 6.13, (i) Parent and Current Report on Form 8-K prior to filing with the SEC; provided that unless objected to by the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by written notice given to Parent and/or within five (5) days after delivery to the Company specifying the language to which reasonable objection is taken, any language included in compliance with this Section 6.13, (ii) Parent and the Company may make public statements in response such Current Report shall be deemed to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly have been approved by the Company and may be filed with SEC and used in other filings made by Parent and do not reveal material, non-public information regarding with the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)SEC.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, Each party hereto shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior obtain consent of the other Party party (such consent not to be not unreasonably withhelddelayed, conditioned or delayedwithheld), prior to issuing any press releases regarding this Agreement or the transactions contemplated hereby, except as may be required by Applicable Law or by any listing agreement Governmental Entity and except to the extent that the text of such release is substantially similar to text that has previously been publicly disclosed by Seller or Buyer in accordance with the terms of this Agreement or is substantially similar to any mutually agreed upon communication plan. In the case of any such press release to be made as required by Law or by any such Governmental Entity, the party proposing to make such disclosure shall provide the other party a national securities exchangereasonable opportunity to review and comment on any reference to this Agreement or the transactions contemplated hereby, prior to issuing or making any such press release (and such disclosing party shall review and consider any such comments in which event such Party good faith). To the extent practicable, each party shall use reasonable best efforts to consult cause any other public announcements or public disclosures (other than press releases) with respect to the transactions contemplated by this Agreement and any Ancillary Documents to provide be consistent with the parties’ prior disclosures and any mutually agreed upon communication plan. Notwithstanding the foregoing, Buyer may, in connection with the Financing, disclose information concerning the transactions contemplated by this Agreement or the Ancillary Documents of the type typically included in a public debt offering on Form S-3 where the proceeds are to be used by an operating company in the telecommunications industry to finance an acquisition, including pro forma financial information and a summary of the transaction, this Agreement and the Ancillary Documents, after providing Seller a reasonable opportunity to review such disclosure and acting in good faith to take into account the other Party reasonable comments of Seller; provided, however, that Buyer will not disclose any information that is competitively sensitive to Seller, without obtaining Seller's prior written consent. To the extent a party is obligated to file this Agreement or any Ancillary Document publicly with any Governmental Entity, such party shall give the non-disclosing party a reasonable opportunity to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from good faith take into account the obligations comments of such party) on the scope of any redactions and requests for confidential treatment of the Company and the Company Board contained in Sections 6.1 and 6.2)terms hereof.

Public Disclosure. Parent From the date of this Agreement until Closing or termination, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the transactions governed by it, and no party shall issue or otherwise make any public announcement or communication pertaining to this Agreement or the transaction without the prior consent of Parent (in the case of the Company have agreed upon and the initial joint press release Signing Stockholders) or the Company (in the case of Parent), except as required by any legal requirement or by the rules and regulations of, or pursuant to any agreement of a stock exchange or trading system. 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 execution 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 AgreementAgreement or the transaction as may be reasonably requested by the other party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any party to its counsel, accountants and other professional advisors. In accordance with the foregoing, the parties hereto agree that Parent will issue such press release promptly following prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement. Thereafter, so long as this Agreement is Any language included in effect, neither such Current Report may be used by Parent in other filings made by it with the Company nor Parent, nor any of their respective Affiliates, shall issue or cause SEC and in other documents distributed by Parent in connection with the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior further review or consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement Signing Stockholders or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)Company.

Public Disclosure. Parent Notwithstanding anything herein to the contrary, each Party agrees that, except as may be required to comply with the requirements of any applicable Laws and the Company rules and regulations of each stock exchange upon which the securities of such Party is listed, if any, no press release or similar public announcement or communication shall be made of or concerning the execution or performance of this Agreement or the other Transaction Documents unless the Parties shall have agreed consulted in advance with respect thereto. Notwithstanding anything to contrary herein, (a) upon the initial joint press release with respect to request of either Seller or Purchaser, upon the execution of this AgreementAgreement and upon the Closing, the Seller and will issue such Purchaser shall release a joint press release promptly following mutually acceptable to the execution of this Agreement. ThereafterSeller and Purchaser, so long as this Agreement is in effect, neither (b) the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of parties may make any press release or other public announcement with respect (including to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst or investor conference calls), so long as any to the extent that such statements consist solely of release or announcement contains information previously publicly disclosed in accordance with this Section 10.7 or is otherwise consistent in all material respects in with previous press releases, public disclosures or public statements made jointly by the Company Purchaser and Parent Seller and do not reveal material, non-(c) Purchaser and its Affiliates may make customary disclosures as expressly contemplated by the Financing Commitments (including in connection with the syndication of the Debt Financing). In the event any Party determines that a public information regarding disclosure of or concerning the other Parties, execution or performance of this Agreement, the Merger Agreement or the other Transaction Documents is required to comply with the requirements of any applicable Laws or the rules and regulations of any stock exchange upon which the securities 176 of such Party is listed, then, prior to making any such filing, such Party shall provide the other and its counsel with a redacted version of this Agreement (and any other Transaction Document) which it intends to file, and will give due consideration to any comments provided by such other Party or its counsel and use commercially reasonable efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by such other Party or its counsel. The Parties shall use commercially reasonable efforts (a) to develop a joint communications plan and (b) to ensure that all press releases and other public statements with respect to the transactions contemplated by this Agreement, and (iii) this Section 6.13 hereby shall not apply to any press release or other public announcement or disclosure by the Company in connection be consistent with a Company Board Recommendation Change (for the avoidance of doubt, such joint communications plan. Without limiting the foregoing subclause provisions hereof, Seller shall, to the extent reasonably practicable, consult with Purchaser regarding the form and content of any public disclosure of any material developments or matters involving the Business (iii) shall including the financial condition or results of operations), Purchased Assets, Assumed Liabilities or the Conveyed Companies, including earnings releases, reasonably in no way derogate from the obligations advance of the Company and the Company Board contained in Sections 6.1 and 6.2)publication or release.

Public Disclosure. Parent The Company shall (a) by 9:30 a.m. ET on the first Business Day following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby (“Disclosure Time”), and (b) file a Current Report on Form 8-K, including the Transaction Agreement and the investor presentation provided to the Subscriber, or the material non-public information contained therein, as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Subscriber that it shall have agreed upon publicly disclosed all material, non-public information delivered to the initial joint Subscriber by or on behalf of the Company, the Issuer, the Target or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with Company, the Issuer, the Target or any of their respective officers, directors, employees or agents (including the Placement Agent) in connection with the transactions contemplated by this Subscription Agreement. The Subscriber shall not issue any press release or make any other similar public statement with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement hereby without the prior written consent of the other Party Company (such consent not to be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, none of the Company, the Issuer or the Subscriber shall publicly disclose the name of any other party to this Agreement, or include the name of any other party in any filing with the Commission, any regulatory agency or Nasdaq or the NYSE, as applicable, without the prior written consent of the party being disclosed, except as may be to the extent such disclosure is required by Applicable Law applicable law, Commission, Nasdaq or the NYSE, as applicable, regulations or at the request of any listing agreement with a national securities exchangegovernmental or regulatory agency or as required by legal process, in which event case (to the extent legally permissible) written notice of such Party disclosure permitted under this clause shall use reasonable best efforts to consult with and to provide a reasonable opportunity be made to the other Party party prior to review and comment upon or as soon as reasonably practicable following such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)disclosure.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange or to the extent disclosed in or consistent with the Joint Proxy Statement or Form S-4, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (iiib) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Notwithstanding any other provision of this Agreement, the requirements of this Section 6.13 5.10 shall not apply to (i) any such press release or other public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or (B) the Parent Board has effected a Parent Adverse Recommendation Change in accordance with this Agreement and (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a determination by (A) the Company Board Recommendation Change in accordance with Section 5.6(b) or Section 5.6(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (for B) Parent in accordance with Section 5.7(b) of Section 5.7(d) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause (iii) shall in no way derogate from Merger or the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)transactions contemplated by this Agreement.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements disclosure concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of a national securities exchange, to the extent disclosed in or consistent with the Proxy Statement or in connection with ordinary course communications regarding this Agreement and (iii) the transactions contemplated hereby to their respective employees, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The Company shall consult with Parent prior to making any substantive communications to its employees or other constituents with respect to this Agreement and the transactions contemplated hereby to the extent the substance of such communications was not previously approved by Parent in connection with any prior communications, and shall consider in good faith the reasonable comments proposed by Parent. The parties hereto have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding any other provision of this Agreement, the requirements of this Section 6.13 5.8 shall not apply to (i) any such press release or other public announcement if the Company Board has effected any Company Adverse Recommendation Change in accordance with this Agreement or (ii) any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated by this Agreement in connection with a determination by (A) the Company Board Recommendation Change in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, or (for B) any dispute between the avoidance of doubtparties regarding this Agreement, the foregoing subclause Merger or the transactions contemplated by this Agreement; provided, however, that in the case of either of clauses (iiii) shall in no way derogate from or (ii), to the obligations extent not prohibited by applicable Law, the disclosing party gives the other party reasonable advance notice of (including the Company and the Company Board contained in Sections 6.1 and 6.2)contents of) its intended release, announcement or disclosure.

Public Disclosure. Parent and The Company shall not (nor will it permit its Representatives to), directly or indirectly, issue any statement or communication to any third Person (other than their respective Representatives that are bound by confidentiality restrictions) regarding the Company have agreed upon existence or subject matter of this Agreement or the initial joint press release transactions contemplated hereby (including with respect to the execution any claim or dispute arising out of or related to this Agreement, and will issue such press release promptly following or the execution interpretation, making, performance, breach or termination hereof) without the consent of this Agreement. ThereafterParent; provided, so long as this Agreement is in effecthowever, neither that, notwithstanding the foregoing, (a) the Company nor may, subject to Parent’s prior written consent, nor any issue communications regarding the existence or subject matter of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated hereby to its Employees, customers, suppliers and other parties to Material Contracts as reasonably necessary for the Company to maintain its business relationships with such Persons or to comply with its obligations under this Agreement; (b) any information reasonably relevant for enforcing the Company’s rights or defending against assertions by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as Parent may be required disclosed by Applicable Law the Company to any Governmental Entity or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release an arbitrator or other announcement party involved in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) connection with any legal proceedings involving a dispute between Parent and the Company may make press releases concerning the interpretation, making, performance, breach or public announcements concerning termination hereof; and (c) unless otherwise prohibited by this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13Agreement, (ii) Parent and the Company may make statements to third parties (but not public statements or announcements) in response compliance with the terms of this Agreement (including Section 5.4) to specific questions the extent that such information has been made public by the press, analysts, investors Parent. Parent shall not issue any statement or those attending industry conferences or financial analyst conference calls, so long as communication to any such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly third Person (other than its Representatives that are bound by the Company and Parent and do not reveal material, non-public information confidentiality restrictions) regarding the other Parties, subject matter of this Agreement, the Merger or the other transactions contemplated by hereby (including with respect to any claim or dispute arising out of or related to this Agreement, or the interpretation, making, performance, breach or termination hereof) without first consulting the Company, except that this restriction shall be subject to Parent’s and (iii) this Section 6.13 shall not apply its Affiliates’ obligation to any press release or other public announcement or disclosure by the Company in connection comply with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company applicable securities Laws and the Company Board contained in Sections 6.1 rules of The NASDAQ Global Select Market; provided, however, that, notwithstanding the foregoing, Parent may, after consultation with the Company, issue communications regarding the existence or subject matter of this Agreement or the transactions contemplated hereby to its or the Company’s or its Subsidiaries’ employees, customers and 6.2)suppliers, as reasonably necessary for Parent to maintain business relationships with such Persons or to comply with its obligations under this Agreement.

Public Disclosure. Parent and the Company have agreed upon shall mutually agree on the initial joint press release or releases with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as during the period that this Agreement is remains in effect, except as otherwise expressly permitted by this Agreement, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, the other transactions contemplated by this Agreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement, (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement hereby in connection with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly determination by the Company and or the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, or is reasonably likely to constitute, a Company Superior Proposal, or (iii) made by the Company or Parent and do not reveal material, non-public information in connection with any dispute between the parties regarding the other Parties, this Agreement, the Merger or the other transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by this Agreementapplicable Law, the disclosing party gives the other party reasonable advance notice of (including the contents of) its intended press release or other announcement, and (iiib) this Section 6.13 shall not apply to the extent the content of any press release or other public announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or disclosure by the Company in connection substantially consistent with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)previously approved press release or announcement.

Public Disclosure. Parent Notwithstanding anything to the contrary set forth in this Agreement, from and after the Company have agreed upon date hereof until the Closing, except (i) for the initial press release or similar public announcement or public communication announcing the entry into this Agreement, which shall be a joint press release with respect to made by Buyer and Seller substantially in the execution of this Agreementform attached as Exhibit I, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and to the Company may make public statements in response extent required to specific questions by comply with the pressrequirements of any applicable Law, analystsincluding, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause rules or regulations of the TSX, NASDAQ or any other applicable securities exchange, no Party or its Representatives shall make any press release or similar public announcement or public communication relating to this Agreement, the Transaction Documents, the transactions contemplated hereby or thereby and all subject matter ancillary hereto or thereto, including the identity or any trade names of Seller or its Subsidiaries, unless any description or discussion of this Agreement, the Transaction Documents, the transactions contemplated hereby or thereby and all subject matter ancillary hereto or thereto to be included in such release, announcement or communication is specifically approved in writing in advance by Buyer and Seller, which approval may be withheld, conditioned or delayed in such Party’s discretion; provided, that in either case, if applicable Law, including, for the avoidance of doubt, the rules or regulations of the TSX, NASDAQ or another applicable securities exchange so requires, the Party making such determination shall consult with the other Party prior to issuing any such release or announcement to the extent permitted by applicable Law and consider such other Party’s comments in good faith (iiiit being understood that nothing in this Agreement shall be construed to restrict Buyer’s ability to communicate with its Representatives, including Altria, and Altria’s Representatives); provided, that, Buyer shall be deemed to have breached this Section 6.7(a) shall in no way derogate the event that any of its Representatives, Altria or Altria’s Representatives makes any press release, announcement or communication that would otherwise be prohibited by Buyer pursuant to this Section 6.7(a)). In addition to the exceptions set forth in this Section 6.7(a), Buyer and its Representatives may make any public statements, disclosures or communications in response to inquiries from the obligations press, analysts, investors, customers or suppliers or via industry conferences or analyst or investor conference calls so long as such statements, disclosures or communications are not inconsistent in tone and substance with previous public statements, disclosures or communications or to the extent they have been reviewed and previously approved by both Buyer and Seller. Notwithstanding anything in this Section 6.7(a), but subject to the requirements of applicable Law, no press release, public announcement or public communication, whether made prior to or following the Company and Closing, shall include the Company Board contained identity of any Member without such Member’s prior written consent; provided, however, that the identities of Rosenheck, Capobianco, Xxxxx, Xxxxxxx X. Xxxxx or Gotham Green Partners or funds affiliated therewith may be included in Sections 6.1 and 6.2any such press release, public announcement or public communication without such Member’s consent, to the extent such press release, public announcement or public communication is consistent with the other terms of this Section 6.7(a), so long as such press release, public announcement or public communication does not include or identify the specific consideration received by any Member pursuant to the transactions contemplated by this Agreement.

Public Disclosure. Parent The Company will submit to the Supporting Noteholders all press releases, public filings, public announcements or other communications with any news media relating to this Agreement, or the Definitive Documents or the Transactions contemplated hereby and thereby and any amendments thereof. The Company may not (a) use the name of any Supporting Noteholder or any of its managers, advisors, Affiliates, officers, directors, shareholders, members, employees, partners, representatives and agents in any press release or filing with the SEC without such Party’s prior written consent or (b) disclose holdings of the Supporting Noteholders to any Person; provided that the Company have agreed upon shall be permitted to disclose at any time the initial joint press release with respect aggregate principal amount of and aggregate percentage of Notes held by all the Supporting Noteholders as a group; provided further that the Company shall be permitted to disclose any information requested or required by applicable law, rule, regulation, or governmental or regulatory or self‑regulatory body. Promptly following the execution of this Agreement, and will issue such the Company shall announce this Agreement by means of a press release promptly following in the execution of this Agreementform attached hereto as Exhibit N (the “Press Release”). Thereafter, so long as this Agreement is in effect, neither Neither the Company nor Parent, nor any of their respective Affiliates, Supporting Noteholder shall issue make or cause the publication of to be made any press release or other public announcement or widely disseminated statement with respect to the subject of this AgreementAgreement that is contrary to the statements made in the Press Release, the Merger except as required by law or the other transactions contemplated by this Agreement without rules of any stock exchange or with the prior written consent of the other Party (such consent not to be unreasonably withheldparty; provided that, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause shall not prohibit a Supporting Noteholder from discussing this Agreement or the Transactions in a manner that is not widely disseminated or is not a public announcement with any other holder of, or any bona fide potential purchaser (iiiprovided such bona fide potential purchaser executes a confidentiality and non-disclosure agreement for the benefit of and enforceable by the Company containing, in all material respects, terms at least as protective as the terms set forth in the Confidentiality Agreement) shall of, Notes in no way derogate from a manner otherwise consistent with such Supporting Noteholders’ obligations hereunder. Notwithstanding anything to the obligations contrary set forth herein or in the Confidentiality Agreement, the Company hereby permits and authorizes each of the Supporting Noteholders to disclose the existence of this Agreement, together with any Confidential Agreement related to this Agreement and the Definitive Documents and the transactions contemplated hereby and thereby, to any bona fide potential purchaser of Notes, Term Loans or other claims held by such Supporting Noteholder if such bona fide potential purchaser executes a confidentiality and non-disclosure agreement for the benefit of and enforceable by the Company containing, in all material respects, terms at least as protective as the terms set forth in the Confidentiality Agreement. The Supporting Noteholders and the Company Board contained acknowledge that the arrangements contemplated by this Agreement are not intended to constitute the formation of a Group. Each Supporting Noteholder agrees that, for purposes of determining beneficial ownership of such Supporting Noteholder, it shall disclaim any beneficial ownership by virtue of this Agreement of the Company’s securities owned by the other Supporting Noteholders, and the Company agrees to recognize such disclaimer in Sections 6.1 its Exchange Act and 6.2)Securities Act reports.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither Parent, nor the Company nor ParentCompany, nor any of their respective Affiliates, shall issue or cause the publication of disseminate any press release or other public announcement with respect to concerning this Agreement, the Merger or the other transactions contemplated by this Agreement, except as may be required by Law or the rules of any listing authority or any securities exchange, without the prior consent of each of the other parties hereto, which consent shall not be unreasonably withheld, conditioned or delayed. The parties have agreed to the text of the joint press release announcing the execution of this Agreement. Notwithstanding the foregoing, without prior consent of the other parties, each party (a) may communicate information that is not confidential information of any other party to financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable Law and (b) may disseminate the information included in a press release or other document previously approved for external distribution by the other parties. Each party agrees to promptly (and in any event within two (2) days) make available to the other parties copies of any written communications made without prior consultation with the other parties. Notwithstanding any other provision of this Agreement, (i) no party shall be required to consult with the other party in connection with any such press release or public announcement if (A) the Company Board has effected any Company Adverse Recommendation Change or shall have resolved to do so or (B) the Parent Board has effected a Parent Adverse Recommendation Change or shall have resolved to do so and (ii) the requirements of this Section 6.5 shall not apply to any disclosure by the Company or Parent of any information concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by (A) the Company in accordance with Section 5.3(b) that a Company Acquisition Proposal constitutes, or may constitute, a Company Superior Proposal, (B) Parent in accordance with Section 5.4(b) that a Parent Acquisition Proposal constitutes, or may constitute, a Parent Superior Proposal, or (C) any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement. So long as this Agreement is in effect, each party agrees that it will not, and will cause its Representatives not to, engage in any discussions with the other party’s suppliers, customers, landlords, creditors, licensors, licensees, and other Persons having business relationships with such other party regarding the Merger or the other transactions contemplated by this Agreement without the prior consent of the such other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)party.

Public Disclosure. Parent and The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Company have agreed upon the initial joint press release with respect Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the execution subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make public disclosure relating to the subject matter of this Agreement, such Person shall provide to the other parties a draft of the proposed disclosure for its review and will issue such press release promptly following comment and shall otherwise cooperate with the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement parties with respect to this Agreement, such proposed disclosure. The other parties may make any comments or suggested changes to such disclosure within three (3) Business Days after its receipt of the Merger proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to address or otherwise take into account the comments or suggested changes on such disclosure made by the other transactions contemplated by this Agreement without the prior consent parties and shall submit a revised draft of the other Party (such consent not to be unreasonably withheldproposed disclosure, conditioned or delayed)if applicable, except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13parties, (i) Parent and the Company may make press releases other parties shall not unreasonably condition, delay or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13withhold their Consent to such disclosure; provided that, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding if the other Parties, this Agreementparties have not provided any comments or suggested changes within such three (3) Business Day period, the Merger or other parties will be deemed to have granted their Consent to the other transactions contemplated disclosure as proposed to it. No disclosure permitted by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).Section

Public Disclosure. Parent and From the Company have agreed upon the initial joint press release with respect to the execution date of this Agreement until Closing or termination of this Agreement, the Parties shall cooperate in good faith to jointly prepare all press releases and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as public announcements pertaining to this Agreement is in effectand the transactions governed by it, neither the Company nor Parent, nor any of their respective Affiliates, and no Party shall issue or cause the publication of otherwise make any press release or other public announcement with respect or communication pertaining to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely without the prior consent of information previously disclosed Parent (in all material respects in previous press releases the case of the Company) or announcements made by Parent and/or the Company (in compliance with this Section 6.13the case of Parent, (ii) Parent and the Company may make public statements in response to specific questions Holdco or Merger Sub), except as required by any applicable Legal Requirements or by the pressrules and regulations of, analysts, investors or those attending industry conferences pursuant to any agreement of a stock exchange or financial analyst conference calls, so long as any such statements consist solely trading system (but subject to the terms of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by Section 5.3). Each Party will not unreasonably withhold approval from the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply others with respect to any press release or public announcement. Subject to the terms of Section 5.3, if any Party determines with the advice of counsel that it is required to make this Agreement and the terms of the transactions contemplated hereby 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 public announcement Parties regarding such disclosure, seek such confidential treatment for such terms or disclosure portions of this Agreement or such transactions as may be reasonably requested by the other Party and disclose only such information as is legally compelled to be disclosed. This provision will not apply to communications by any Party to its counsel, accountants and other professional advisors. Nothing in Section 5.5, this Section 5.6 or elsewhere in this Agreement or the Confidentiality Agreement shall restrict or prohibit (a) the Company from communicating with the Sellers relating to this Agreement, the Mergers and the transactions contemplated hereby or (b) any disclosure made in connection with a Company Board Recommendation Change (for the avoidance enforcement of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations any right or remedy relating to this Agreement or any of the Company and the Company Board contained in Sections 6.1 and 6.2)other Transaction Documents.

Public Disclosure. Parent and the Company have agreed upon shall mutually agree on the initial joint press release or releases with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to the Merger, the other transactions contemplated by this Agreement or this Agreement without the prior consent of the other party (such consent not to be unreasonably withheld), except as such press release or other announcement may be required by Law or the rules of a national securities exchange or trading market on which such party’s Securities are listed, in which case the party required to make the release or announcement shall use its reasonable best efforts to provide the other party with a reasonable opportunity to review and comment on such release or announcement in advance of its issuance. Notwithstanding the foregoing, (a) the restrictions set forth in this Section 5.8 shall not apply to any press release or other announcement (i) made by the Company with respect to or in connection with a Company Adverse Recommendation Change effected by the Company Board in accordance with this Agreement or (ii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement hereby in connection with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly determination by the Company and Parent and do not reveal materialor the Company Board in accordance with Section 5.5(b) or Section 5.5(d) that a Company Acquisition Proposal constitutes, non-public information or is reasonably likely to constitute, a Company Superior Proposal or any dispute between the parties regarding the other Parties, this Agreement, the Merger or the other transactions contemplated hereby, provided, however, that in the case of the preceding clause (i) or (ii), to the extent not prohibited by this Agreementapplicable Law, the disclosing party gives the other party reasonable advance notice of (including contents of) its intended press release or other announcement, and (iiib) this Section 6.13 shall not apply to the extent the content of any press release or other public announcement has been previously approved and made in accordance with this Section 5.8, no separate approval shall be required in respect of such content to the extent such content is substantially replicated in a subsequent press release or other announcement or disclosure by the Company in connection substantially consistent with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)previously approved press release or announcement.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution Without limiting any other provision of this Agreement, each of Globe and will issue Acquiror, on the one hand, and the Company, on the other hand, shall (a) consult with each other before issuing or otherwise making any public announcement with respect to this Agreement or the transactions contemplated hereby, (b) provide to each other for review a copy of any such press release promptly following or public statement, (c) give each other the execution of this Agreement. Thereafterreasonable opportunity to review and comment upon, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement statements with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without Agreement, including the Acquisition, (d) not issue any such press release or make any such public statement prior consent of the to such consultation and (e) consult with each other Party prior to making any filings with any third party and/or any Governmental Entity (such consent not to be unreasonably withheld, conditioned including any national securities exchange or delayed)interdealer quotation service) with respect thereto, except as Globe, Acquiror or the Company may reasonably conclude may be required by Applicable Law or any listing agreement with applicable Law, rules of a national securities stock exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advancecourt process. Notwithstanding the foregoing provisions of this Section 6.13foregoing, (i) Parent each of the Company, Globe and the Company Acquiror may make press releases or any public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company may make public statements statement in response to specific questions by from the press, analysts, investors or those attending industry conferences or financial analyst conference callsand make internal announcements to employees, so long as any such statements consist solely of information previously disclosed in all material respects in are consistent with previous press releases, public disclosures or public statements made jointly by Globe and Acquiror, on the Company one hand, and Parent and do not reveal materialthe Company, non-public information regarding on the other Partieshand, (or individually, if approved by the other party if required pursuant to this Section 5.6), (ii) in the event that there has been a Change of Recommendation made in accordance with Section 5.4(d) hereof, neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation to consult with each other, and agree, before issuing any press release or otherwise making any public statement with respect to the Acquisition, this Agreement, the Merger Scheme Document, the Offer Documents, the Schedule 14D-9 or any Acquisition Proposal, except to the extent provided under Section 5.2 with respect to the filings referred to therein and (iii) neither the Company, on the one hand, nor Globe or Acquiror, on the other hand, will have any further obligation under this Section 5.6 to provide any review or comment to the other party in the event of any material dispute between them relating to this Agreement. Prior to making any material, broad-based written communications to the employees of the Company or any Subsidiary of the Company generally that primarily relates to the transactions contemplated by this Agreement, the Company shall provide Globe with a copy of the intended communication and (iii) this Section 6.13 shall not apply provide Globe with a reasonable period of time to any review and comment on the communication. The Company, on the one hand, and Globe and Acquiror, on the other hand, agree that the initial press release or other public announcement or disclosure to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)Globe.

Public Disclosure. The Company, Merger Sub and Parent agree that the Company, on the one hand, and Parent and Merger Sub, on the Company have agreed upon the initial joint other hand, shall each cause a separate press release with respect to announcing the execution and delivery of this Agreement, which shall not be issued prior to the approval of each of the Company and will issue such press release promptly following the execution of this AgreementParent. Thereafter, so long as this Agreement is in effect, neither Parent, Merger Sub nor the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of will disseminate any press release or other public announcement concerning the Merger, the Offer, this Agreement or the other transactions contemplated hereby to any third Person, except as may be required by Law or by any listing agreement with a national stock exchange, without the prior consent of each of the other parties hereto, which consent will not be unreasonably withheld, conditioned or delayed. Nonetheless, (a) the restrictions set forth in this Section 6.3 will not apply to any press release or other announcement (i) made by the Company with respect to, or in connection with, a Company Adverse Recommendation Change effected by the Company Board of Directors in accordance with this Agreement, (ii) made by the Company or Parent with respect to, or in connection with, an Acquisition Proposal, (iii) made by the Company or Parent concerning this Agreement, the Merger or the other transactions contemplated hereby in connection with a determination by the Company or the Company Board of Directors in accordance with Section 5.2(b) or 5.2(d) that an Acquisition Proposal constitutes a Superior Proposal, (iv) by the Company as contemplated by Section 5.2(g), or (v) by the Company or Parent with respect to any dispute between the parties hereto with respect to this Agreement, the Merger or the other transactions contemplated hereby; provided, however, that in the case of each of clause (i) or (iv) above, to the extent not prohibited by this Agreement without Law, the prior consent of disclosing party gives the other Party party reasonable advance notice of (such consent not to be unreasonably withheldincluding contents of) its intended press release or other announcement, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity (b) to the other Party to review and comment upon such extent the content of any press release or other announcement has been previously approved and made in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance accordance with this Section 6.136.3, (ii) Parent and the Company may make public statements in response no separate approval will be required with respect to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any a subsequent press release or other public announcement or disclosure by the Company in connection if substantially consistent with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)previously approved press release or announcement.

Public Disclosure. Parent and the Company have agreed upon the The initial joint press release with respect to this Agreement and the execution of this Agreement, transactions contemplated hereby shall be a release mutually agreed to by the Company and will issue such press release promptly following the execution of this AgreementParent. Thereafter, so long as this Agreement is in effect, neither each of the Company nor Parentand Parent agrees that no public release, nor any of their respective Affiliatesstatement, shall issue or cause the publication of any press release announcement, or other public announcement with respect to this Agreement, disclosure concerning the Merger or and the other transactions contemplated hereby shall be issued by this Agreement any party without the prior written consent of the other Party party (such which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed), except as may be required by Applicable Law by: (a) applicable Law, (b) court process, (c) the rules or regulations of any listing agreement with a national securities applicable stock exchange, or (d) any Governmental Authority to which the relevant party is subject or submits; provided, in which event each such Party case, that the party making the release, statement, announcement, or other disclosure shall use its reasonable best efforts to consult with and to provide a reasonable opportunity to allow the other Party party reasonable time to review and comment upon on such press release release, statement, announcement, or other announcement disclosure in advanceadvance of such issuance. Notwithstanding the foregoing provisions of foregoing, the restrictions set forth in this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 6.06 shall not apply to any press release release, statement, announcement, or other public announcement disclosure made with respect to: (i) in the case of the Company, a Company Adverse Recommendation Change issued or made in compliance with Section 9.03; (ii) any other disclosures issued or made in compliance with Section 9.03; or (iii) the Merger and the other transactions contemplated hereby that is substantially similar (and identical in any material respect) to those in a previous release, statement, announcement, or other disclosure made by the Company or Parent in connection accordance with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)this Section 6.06.

Public Disclosure. Parent and the Company have agreed upon The parties agree that the initial joint press release to be issued with respect to the execution and delivery of this AgreementAgreement shall be in the form mutually agreed upon by Parent and the Company. Prior to the Agreement Date or any earlier termination of this Agreement pursuant to the terms hereof, the Company shall not, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parentshall cause each of its Representatives not to, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement communications (other than any communications permitted by Section 5.7 or in accordance with respect the communications plan approved by Parent) relating to the terms of this Agreement or the Mergers or use Parent’s name or refer to Parent directly or indirectly in connection with Parent’s relationship with the Company in any media interview, advertisement, news release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry, without the prior written approval of Parent, unless required by applicable Law and except as reasonably necessary for the Company to obtain the Company Stockholder Approval and the other consents and approvals of the Company Stockholders and other third parties contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in Section 5.7 hereof or in the Confidentiality Agreement, (a) Parent may be permitted to make such public communications regarding this Agreement or the Mergers as reasonable and appropriate for a public reporting company and (b) the Company and its Affiliates may make such public communications regarding this Agreement or the Mergers as each may determine is reasonable and appropriate in the event of termination of this Agreement pursuant to the terms hereof or that are consistent with previous press releases or public announcements made in compliance with this Section 5.8. Notwithstanding anything in this Agreement to the contrary, following Closing and after the public announcement of the Mergers, the Merger Securityholder Representative shall be permitted to publicly announce on its website, subject to Parent’s prior written approval of such announcement, that it has been engaged to serve as the Securityholder Representative in connection with the Mergers as long as such announcement does not disclose any of the other terms of the Mergers or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)herein.

Public Disclosure. Parent The Investor Parties and the Company have agreed upon the initial joint press release shall consult with respect to the execution of this Agreementeach other before issuing, and will issue such press release promptly following give each other the execution of this Agreement. Thereafteropportunity to review and comment upon, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement statements with respect to this Agreement, the Merger Transaction Documents or the other transactions contemplated by this Agreement without the Transactions, and shall not issue any such press release or make any such public statement prior consent of the other Party (to such consent not to be unreasonably withheld, conditioned or delayed)consultation, except as may be required by Applicable Law applicable Law, Judgment, court process or the rules and regulations of any listing agreement with a national securities exchangeexchange or national securities quotation system. The Investor and the Company agree that the initial disclosure regarding the Transactions by each party following execution of this Agreement (such disclosures, in which event such Party the “Announcement”) shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party be subject to review and comment upon such press release or reasonable agreement by the other announcement in advanceparty. Notwithstanding the foregoing provisions of forgoing, this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 5.02 shall not apply to any press release or other public announcement or disclosure statement made by the Company or the Investor Parties (a) which is consistent with the Announcement and does not contain any information relating to the Transactions that has not been previously announced or made public in connection accordance with a the terms of this Agreement or (b) is made in the ordinary course of business and does not relate specifically to the signing of the Transaction Documents or the Transactions. The Investor Parties shall, and shall cause their respective Affiliates to, consult with the Company Board Recommendation Change (for before issuing, and give each other the avoidance opportunity to review and comment upon, any press release or other public statements with respect to the Transaction Documents or the Transactions, and shall not, and shall cause their respective Affiliates not to, issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, Judgment, court process or the rules and regulations of doubtany national securities exchange or national securities quotation system. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, the foregoing subclause (iii) shall in no way derogate from the obligations event shall either this Section 5.02, Section 5.03 or any provision of the Company Confidentiality Agreement limit disclosure by any Investor Party or any of their Affiliates of ordinary course communications regarding this Agreement and the Company Board contained Transactions to its existing or prospective general and limited partners, equityholders, members, managers and investors of any Affiliates of such Person who are subject to a confidentiality obligation with respect thereto (provided that such parties agree to maintain the confidentiality of such Confidential Information and the Investor or the Investor Party disclosing such information will be responsible for any breach by the Person to whom such information was disclosed), or disclosing public information about the Transactions on their website in Sections 6.1 the ordinary course of business consistent with past practice or as part of any sales and 6.2)Transfers to any co-investors.

Public Disclosure. Parent and The parties agree that the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release set forth on Exhibit F-1 attached hereto (“Sangoma Press Release”) shall be published by Buyer promptly following the execution of this AgreementAgreement by all parties and the press release set forth on Exhibit F-2 attached hereto (“BFHL Press Release”) shall be published by BFHL no earlier than 8:00 a.m., eastern time, on the next Business Day following the Agreement Date. ThereafterExcept as expressly set forth in the foregoing, so long as this Agreement is in effectnone of the Sellers, neither Sellers’ Representative or Company Members (prior to the Company nor Parent, nor any of their respective Affiliates, Closing) shall issue or cause the publication of any press release or other make any public announcement statement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely without the prior written consent of information previously disclosed in all material respects in previous press releases Sangoma, which consent shall not be unreasonably withheld, delayed or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreementconditioned, and none of Buyer, Sangoma or Company Members (iiiafter the Closing) this Section 6.13 shall not apply to issue any press release or make any public statement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, Sangoma may, without the consent of the Sellers’ Representative, the Sellers or any other Person, make such disclosures and public announcement filings as it may reasonably determine are required by applicable Law, including applicable securities Laws and stock exchange listing rules; provided, however, that prior to the making of any such disclosure or disclosure by public filing that references this Agreement or the Company in connection transactions contemplated hereby, Sangoma shall provide the Sellers’ Representative with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) reasonable opportunity to review and comment on such disclosure or filing and shall consider in no way derogate from the obligations good faith any comments of the Company and Sellers’ Representative with respect thereto, except that Sangoma shall not have any such obligation with respect to any disclosure or filing that is substantially the Company Board contained in Sections 6.1 and 6.2)same as a previously made disclosure or filing for which the Sellers’ Representative was provided with such an opportunity or any disclosure or filing that does not primarily relate to this Agreement or the transactions contemplated hereby.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect Notwithstanding anything to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed)contrary contained herein, except as may be required by Applicable to comply with the requirements of any applicable Law or and the rules and regulations of any listing agreement with a national stock exchange upon which the securities exchangeof one of the parties is listed, in which event such Party shall use reasonable best efforts to consult with from and to provide a reasonable opportunity to after the other Party to review and comment upon such date hereof, no press release or other similar public announcement in advance. Notwithstanding the foregoing provisions or communication shall be made or caused to be made by either party and/or any of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning such party’s Affiliates relating to this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed Transaction unless specifically approved in all material respects in previous advance by the other party; provided, however, that: (a) the parties jointly may issue one or more press releases or announcements made by Parent release(s) announcing entry into this Agreement and/or the Company in compliance with this Section 6.13, Closing; (iib) Parent and the Company either party 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 issue such statements consist solely of information previously disclosed in all material respects in previous press releases, public disclosures announcements or public statements made jointly communications or make such SEC filings as it determines are reasonably necessary to comply with applicable Law (including disclosure requirements of the SEC) or with the requirements of any stock exchange on which securities issued by a party or its Affiliates are traded; (c) Seller may deliver such communications to its shareholders regarding this Agreement and the Company Transactions as may be required by applicable Law; (d) after the Closing, Buyer shall not be subject to any restrictions under this Section 9.6, and Parent and do not reveal material(e) after the Closing, non-public information regarding Seller may issue press releases or otherwise publicly announce the other Partiesreceipt and, this Agreementwhen received, the Merger or amounts of Milestone Payments and Royalty Payments hereunder. Seller and Buyer will consult with each other concerning the other means by which the counterparty(ies) to any Assigned Contract will be informed of the transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply Buyer will have the right to be present for any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)such communication.

Public Disclosure. Parent and The Manager shall not make (or permit any of its Affiliates or Behringer Holdings or any of its Affiliates to make), nor shall the Company have agreed upon the initial joint press release with respect Members make (or permit any of their respective Affiliates to make) any public disclosure relating to the execution subject matter of this Agreement (whether by way of the issuance of a press release, public announcement or otherwise) without the prior written Consent of the other parties, which Consent may not be unreasonably conditioned, delayed or withheld so long as such public disclosure is otherwise in compliance with this Agreement; provided that, without the Consent of the other parties, any such Person may make (i) any public disclosure it reasonably believes is required by applicable law, rule or regulation (in which event such Person shall use reasonable efforts to advise the other parties prior to the making of such disclosure); (ii) such disclosure as may be reasonably necessary to enforce any provision of this Agreement; or (iii) any disclosure to any Person permitted pursuant to Section 14.20. Subject to the preceding sentence, if (x) the Manager (or any of its Affiliates), or (y) any Member (or any of its Affiliates or Behringer Holdings or any of its Affiliates) desires to make public disclosure relating to the subject matter of this Agreement, such Person shall provide to the other parties a draft of the proposed disclosure for its review and will issue such press release promptly following comment and shall otherwise cooperate with the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement parties with respect to this Agreement, such proposed disclosure. The other parties may make any comments or suggested changes to such disclosure within three (3) Business Days after its receipt of the Merger proposed disclosure. The Person seeking approval of such disclosure shall consider and use reasonable efforts to address or otherwise take into account the comments or suggested changes on such disclosure made by the other transactions contemplated by this Agreement without the prior consent parties and shall submit a revised draft of the other Party (such consent not to be unreasonably withheldproposed disclosure, conditioned or delayed)if applicable, except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party parties, and the other parties shall not unreasonably condition, delay or withhold their Consent to review and comment upon such disclosure; provided that, if the other parties have not provided any comments or suggested changes within such three (3) Business Day period, the other parties will be deemed to have granted their Consent to the disclosure as proposed to it. No disclosure permitted by Section 14.20 shall be deemed a public disclosure relating to the subject matter of this Agreement (whether by way of the issuance of a press release release, public announcement or other announcement in advance. Notwithstanding the foregoing provisions otherwise) for purposes of this Section 6.13, (i) Parent and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).14.21. [INTENTIONALLY LEFT BLANK] * * * * *

Public Disclosure. Parent and the Company have agreed upon the initial joint press release (a) In connection with respect to the execution and delivery of this Agreement, the Parties agree to publication of a press release in mutually agreed form within two (2) Business Days following the Effective Date and will issue agree that each Party shall be permitted to continue to use such press release promptly following release, including the execution specific content contained therein, for any purposes without the need to obtain the prior written consent of this Agreementthe other Parties hereto. ThereafterOther than pursuant to the foregoing sentence, so long as this Agreement is during the Pre-Closing Period and subject to Section 6.3, (i) the Buyer and the Seller shall consult with each other, and shall consider in effectgood faith the views such other Party hereto, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of before issuing any press release or otherwise making any public statement or making any other public announcement with respect disclosure (whether or not in response to an inquiry) regarding the terms of this Agreement, Agreement and the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party hereby, and (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such ii) no Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon issue any such press release or make any such public statement or disclosure without the prior written approval of the other announcement in advance. Notwithstanding Party, except as permitted by Sections 7.6(b) and 7.6(c); provided, however, that the foregoing provisions of this Section 6.13, (i) Parent Buyer and the Company may make press releases or public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and the Company Seller may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences disclosures that are not inconsistent with (or financial analyst conference calls, so long as any such statements consist solely of information previously disclosed in all material respects in more expansive than) previous press releases, public disclosures or public statements made jointly by the Company Buyer or the Seller in compliance with this Section 7.6. Notwithstanding anything herein to the contrary, any Party hereto (and Parent any employee or representative of any Party hereto) may disclose to any and do not reveal materialall Persons, non-public information regarding the other Parties, this Agreementwithout limitation of any kind, the Merger or Tax treatment and Tax structure of the other transactions contemplated by this AgreementAgreement 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. (b) Either Party may disclose such information as may be required by applicable Law, including those incident to the listing of securities on a stock exchange or governing disclosure of publicly traded companies in the United States or Japan, without the consent of the other Party; provided further that the Party disclosing such information shall (i) only disclose such information as is required by such applicable Law; (ii) provide reasonable advance written notice to the other Party of the intended disclosure and the content of that disclosure; (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2).

Public Disclosure. Parent Unless otherwise required by law (in which case the ----------------- disclosing party shall employ best efforts to provide the other parties hereto with as much notice as possible under applicable law of the requirement of disclosure and the Company have agreed upon content of the initial joint press release with respect to the execution of disclosure) or by this Agreement, prior to the Closing Date, no disclosure (whether or not in response to an inquiry) of the subject matter of or Acquisition and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without shall be made unilaterally by Genius or Autodesk, unless approved by the other party prior consent to any such release (which approval shall not be withheld unreasonably and shall be given or refused promptly). Notwithstanding this Section 5.5 or anything else in this Agreement, the parties hereto agree that Autodesk and Genius may publicly disclose this Agreement and the transactions contemplated hereby not earlier than May 4, 1998. Such disclosure may be in the form of the other Party issuance of the press release(s) substantially as set forth in Exhibit L (such consent not to be unreasonably withheld, conditioned or delayed"APPROVED PRESS RELEASE(S)"), except as may be required by Applicable Law or any listing agreement well as providing question and --------- answer documents and other verbal and written information which is substantially consistent with a national securities exchange, in which event such Party the "APPROVED PRESS RELEASE(S)". Autodesk shall use reasonable make best efforts to consult provide Genius and Xx. Xxxxxxx with as much notice as possible of the intended date of such public disclosure. Each party shall designate, concurrently with the execution of this Agreement, a primary contact person for resolving issues regarding the party's disclosure or confidentiality obligations under this Agreement as well as other issues which may arise as a result of the public disclosure of the Acquisition and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement transactions contemplated hereby in advance. Notwithstanding accordance with the foregoing provisions of this Section 6.135.5. Until further notice, (i) Parent Xx. Xxxxxxx shall be such primary contact person for Genius and the Company may make press releases or himself, and Xxxxxxx Xxxxxx shall be such primary contact person for Autodesk. Prior to any public announcements concerning this Agreement or the transactions contemplated hereby that consist solely of information previously disclosed in all material respects in previous press releases or announcements made by Parent and/or the Company in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreementannouncement, the Merger parties shall agree to contact, in strict confidence and in advance, certain persons or the other transactions contemplated by this Agreemententities, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the such as Xxxxxx Publishing Company and the Company Board contained employees of Genius, in Sections 6.1 a manner that is mutually acceptable to Genius and 6.2)Autodesk.

Public Disclosure. Parent and the Company have agreed upon the initial joint press release with respect to the execution of this Agreement, and will issue such press release promptly following the execution of this Agreement. Thereafter, so So long as this Agreement is in effect, neither the Company Acquired Companies nor Parentthe Sellers, on the one hand, nor Buyer, on the other hand, nor any of their respective AffiliatesSubsidiaries or Representatives, shall issue or cause the publication of any press release or other public announcement or disclosure with respect to this Agreement, the Merger Related Agreements or the other transactions contemplated by this Agreement hereby or thereby, including the Transactions, without the prior written consent of the other Party Sellers (such consent not with respect to be unreasonably withheld, conditioned Buyer) or delayedBuyer (with respect to the Acquired Companies and the Sellers), except as may be unless such Party determines, after consultation with outside counsel, that it is required by Applicable applicable Law or by any listing agreement with or the listing rules of a national securities exchangeexchange or trading market to issue or cause the publication of such press release or other public announcement or disclosure, in which event such Party shall use endeavor, on a basis reasonable best efforts to consult with and under the circumstances, to provide a reasonable meaningful opportunity to the other Party Parties to review and comment upon such press release or other announcement or disclosure in advance. Notwithstanding advance and shall consider in good faith all reasonable comments thereto; provided, however, that the foregoing provisions of Parties shall not be required by this Section 6.137.7 to provide any such review or comment to another Party relating to any dispute between the Parties relating to this Agreement; provided, (i) Parent further, that each Party and its Subsidiaries and Representatives may, without further consent of the Company may other Parties, make press releases or public announcements concerning statements with respect to this Agreement Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, that consist solely of information are consistent with (and do not otherwise include or refer to any terms or conditions that are not otherwise contained in) public statements with respect to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, including the Transactions, that have previously disclosed in all material respects in previous press releases or announcements been made by Parent and/or Buyer or the Company Acquired Companies in compliance with this Section 6.13, (ii) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent and do not reveal material, non-public information regarding the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply to any press release or other public announcement or disclosure by the Company in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations of the Company and the Company Board contained in Sections 6.1 and 6.2)7.7.

Public Disclosure. Parent From the date of this Agreement until Closing or the termination of this Agreement in accordance with its terms, the parties shall cooperate in good faith to jointly prepare all press releases and public announcements pertaining to this Agreement and the Company have agreed upon the initial joint press release transactions contemplated hereby, and, except with respect to the execution Proxy Statement and any amendments or supplements thereto in respect of this Agreementwhich the terms set forth in Section 5.1 hereof shall apply, no party shall (and will issue such press release promptly following the execution of this Agreement. Thereafter, so long as this Agreement is in effect, neither the Company nor Parent, nor any of their respective Affiliates, shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Merger or the other transactions contemplated by this Agreement without the prior consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by Applicable Law or any listing agreement with a national securities exchange, in which event such Party shall use reasonable best efforts to consult with and to provide a reasonable opportunity to the other Party to review and comment upon such press release or other announcement in advance. Notwithstanding the foregoing provisions of this Section 6.13, (i) Parent GBE and the Company may shall cause the Target Companies not to) issue or otherwise make press releases any public announcement or public announcements concerning communication pertaining to this Agreement or the transactions contemplated hereby that consist solely without the prior consent of information previously disclosed GXXX (in all material respects in previous press releases or announcements made by Parent and/or the case of GBE, the Company in compliance with this Section 6.13, (iior any Target Company) Parent and 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 consist solely of information previously disclosed in all material respects in previous press releases, public disclosures or public statements made jointly by the Company and Parent GBE (in the case of GXXX), except as required by any legal requirement or by the rules and do regulations of, or pursuant to, any agreement of a stock exchange or trading system. Each party will not reveal material, non-public information regarding unreasonably withhold approval from the other Parties, this Agreement, the Merger or the other transactions contemplated by this Agreement, and (iii) this Section 6.13 shall not apply with respect to any press release or public announcement. This provision will not apply to communications by any party to its counsel, accountants and other public announcement or disclosure professional advisors. The parties hereto agree that as promptly as practicable after the execution of this Agreement, GXXX will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement with respect to which the Company may review and comment upon prior to filing and that any language included in such Current Report that reflects the Company’s comments, as well as any text as to which the Company has not commented upon after being given a reasonable opportunity to comment, shall be deemed to have been approved by the Company and may thereafter be used by GXXX in other filings made by it with the SEC and in other documents distributed by GXXX in connection with a Company Board Recommendation Change (for the avoidance of doubt, the foregoing subclause (iii) shall in no way derogate from the obligations transactions contemplated by this Agreement without further review or consent of the Company and the Company Board contained in Sections 6.1 and 6.2)Company.