Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the Effective earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof (subject to an obligation of the applicable party to use commercially reasonable efforts to cause such restrictions to be waived), upon reasonable notice the Company shall, and shall cause the its Subsidiaries and each of their respective Representatives of the Acquired Corporations to: (a) provide the Representatives of Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationssuch Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, such Entity and with such additional financial, operating and other data and information regarding the Acquired Corporations, its Subsidiaries as Parent may reasonably requestrequested by Parent. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Target Companies or Parent or Purchaser in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if, under the reasonable advice of counsel, such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose the portion of such information that would not jeopardize such privilege or other document received by any of contravene such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement hereof through the Effective Time Closing of the Merger (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide to Parent with copies of: (i) all material operating a copy of each report, schedule, registration statement and financial reports prepared other document filed by the Acquired Corporations for Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company's senior management, including if it becomes aware of (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsany representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials failure by it to comply with or communications sent by or on behalf of the Company to its stockholders; (iii) satisfy in any material noticerespect any covenant, document condition or other communication sent agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or on behalf circumstance that could be reasonably expected to make the timely satisfaction of any of the Acquired Corporations conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to any party to any Acquired Corporation Contract or sent to any of have a Company Material Adverse Effect, and (D) the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf commencement of any of litigation or Proceeding against the Acquired Corporations Company, Parent or Acquisition Co. Nothing in connection this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyinformation relating to an Alternative Transaction Proposal.

Access and Investigation. During The Seller shall give the period from Purchaser and its representatives (including the date of this Agreement through the Effective Time (the "Pre-Closing Period")Purchaser’s accountants, the Company shallcounsel, consultants, employees, and shall cause such other representatives as the respective Representatives Purchaser may designate from time to time) and representatives of the Acquired Corporations to: (a) provide Parent Purchaser’s financing sources, upon reasonable notice and Parent's Representatives during normal business hours and without unreasonable interference with reasonable the operation of the Business, full access to the Acquired Corporations' RepresentativesOwned Real Property, personnel and assets and to all existing the Leased Real Property, Contracts, Purchased Assets, books, records, Tax Returnsand affairs of the Seller, work papers and other documents and information relating provided that the Purchaser will not (i) be permitted to conduct subsurface testing on any Owned Real Property or Leased Real Property, (ii) influence or control, or seek to influence or control, customer pricing decisions by the Business’ management or (iii) control or direct the business operations of the Business prior to the Acquired Corporations; Closing Date. From the date hereof and (b) provide Parent up to and Parent's Representatives with such copies including the Closing Date, the Seller shall and shall cause members of the existing booksSeller Group and its and their respective officers and employees to furnish to the Purchaser all documents, records, Tax Returns, work papers and other documents and information relating (and copies thereof) related to the Acquired Corporations, Business and with such additional financial, operating and other data and information regarding the Acquired Corporations, Purchased Assets as Parent the Purchaser or its representatives may reasonably request. Without limiting The Seller shall provide the generality of Purchaser and its representatives access to the foregoing, during Employees to the Pre-extent necessary to permit the Purchaser to comply with its obligations under Article 10. From the date hereof and following the Closing PeriodDate, the Company Seller shall promptly use its reasonable best efforts to provide Parent with copies of: the Purchaser, and shall exercise the Seller’s rights under the Alcan Transaction Document to cause Rio Tinto to provide the Purchaser, such financial and other information as is reasonably required by the Purchaser to enable the Purchaser to prepare (i) all material operating and financial reports prepared by unaudited statements of operations of the Acquired Corporations Business for the Company's senior managementthree months ended March 31, including 2010 and 2009 (or other interim periods during these periods which may be required), (ii) audited statements of (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations assets acquired and the related unaudited monthly consolidated statements of operationsliabilities assumed pursuant to this Agreement as at December 31, statements of stockholders' equity 2009 and statements of cash flows 2008 and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports revenues and capital expenditure reports prepared direct expenses attributable to the Business for the Company's senior management; (ii) any written materials or communications sent by or on behalf each of the Company to its stockholders; three years in the period ended December 31, 2009 and (iii) any material noticefootnotes to the financials thereto, document or other communication sent by or on behalf all of any of the Acquired Corporations (i) - (iii) being prepared in adequate detail to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodymeet Purchaser’s SEC reporting requirements.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date Agreement Date and ending on the earlier of (a) the Acceptance Time and (b) the termination of this Agreement through pursuant to Section 7.1 (such period being referred to herein as the Effective Time (the "Pre-Closing “Interim Period"”), the Company shall, and shall cause the respective its Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Company’s and its Subsidiaries’ respective Representatives, personnel properties, books, records, Tax Returns, material operating and assets financial reports, work papers, assets, executive officers, files related to Intellectual Property Rights, Contracts and other documents and information relating to all existing the Company and/or its Subsidiaries; and (ii) promptly provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers papers, files related to Intellectual Property Rights, Contracts and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and/or its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and/or its Subsidiaries, as Parent may reasonably request. Without limiting Information obtained by Purchaser or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the generality Confidentiality Agreement and will be subject to the provisions of the foregoingConfidentiality Agreement. Nothing in this Section 5.1 will require the Company to permit any inspection, during or to disclose any information, that in the Pre-Closing Periodreasonable judgment of the Company (and after notice to Parent) would: (A) violate any of its or its Affiliates’ respective obligations under any Contracts with respect to confidentiality (provided, that the Company shall promptly use commercially reasonable efforts during the Interim Period to provide Parent with copies of: (i) all material operating and financial reports prepared by redacted versions of any documents withheld in accordance with the Acquired Corporations for the Company's senior management, including foregoing sub-clause “(A) copies )” to the extent the provision of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and which does not breach any confidentiality obligations); (B) copies result in a violation of any sales forecastsapplicable Law; or (C) result in loss of legal protection, marketing plansincluding the attorney-client privilege and work product doctrine (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), development plansprovided, discount reportsthat information shall be disclosed, write-off reportsas required above, hiring reports and capital expenditure reports prepared subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the Company's senior management; (ii) any written materials or communications sent by or on behalf purpose of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent complying with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyapplicable Antitrust Laws.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time unless this Agreement shall be terminated in accordance with Section 8 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Constituent Corporations to: (ai) provide Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Constituent Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Constituent Corporations; and (bii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Constituent Corporations, and with such additional financial, operating and other data and information regarding the Acquired Constituent Corporations, as Parent may reasonably request. Without limiting Unless otherwise required by applicable Legal Requirements, the generality of parties will hold any such information which is not public in confidence in accordance with the foregoing, during Mutual Nondisclosure Agreement. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the Company exchange of information, Parent shall, and shall promptly provide cause the respective Representatives of Parent with copies of: and its Subsidiaries to: (i) all material operating provide the Company and financial reports prepared by the Acquired Corporations for the Company's senior managementRepresentatives with reasonable access during normal business hours to Parent's and its Subsidiaries Representatives, including personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent and its Subsidiaries; and (Aii) provide the Company and the Company's Representatives with such copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations existing books, records, Tax Returns, work papers and the related unaudited monthly consolidated statements of operationsother documents and information relating to Parent and its Subsidiaries, statements of stockholders' equity and statements of cash flows with such additional financial, operating and (B) copies of any sales forecastsother data and information regarding Parent, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of as the Company to its stockholders; (iii) any material noticemay reasonably request. Unless otherwise required by applicable Legal Requirements, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to parties will hold any such Acquired Corporation Contract and that information which is of the type sent not public in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations confidence in connection accordance with the Merger or any of the other transactions contemplated by this Mutual Nondisclosure Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, : (i) the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including : (A) copies upon the request of the Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and and, if prepared, statements of cash flows flows; and (B) copies of any sales forecastssubject to applicable Antitrust Laws, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (vii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document received by filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the Acquired Corporations from any Governmental Bodyother Contemplated Transactions.

Access and Investigation. (a) During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement or the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: (ai) provide the Representatives of Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany or any of its Subsidiaries, as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent's Representatives with such copies of the existing Contracts (subject to confidentiality obligations), books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Company and with such additional financial, operating and other data and information regarding the Acquired Corporations, its Subsidiaries as Parent may reasonably requestrequested by Parent. Without limiting the generality of any of the foregoing, and subject to Section 6.04(b), during the Pre-Closing Period, the Company and Parent shall promptly each, at least two Business Days prior to the filing thereof, provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document proposed to be filed with or sent to any Governmental Body on behalf of any of the Acquired Symyx Corporations or Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by this Agreement; andContemplated Transactions. (vb) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of any material noticeevent, report condition, fact or other document received by circumstance that would reasonably be expected to make the timely satisfaction of any of the Acquired Corporations from conditions set forth in Article 7 impossible or unlikely or that has had or would reasonably be expected to have or result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, the Company shall promptly advise Parent in writing of any Governmental Bodymaterial Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Symyx Corporations. No notification given to Parent pursuant to this Section 5.01(b) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement.

Access and Investigation. During the period from the date of this Agreement through the Effective Time acceptance of shares of Company Common Stock for purchase pursuant to the Offer (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCorporations and their financial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Corporations, and (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Corporations. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly inform Parent of, and, upon Parent’s reasonable request, provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the any unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (ii) any written materials or communications sent or proposed to be sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent or proposed to be sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement, the Offer or the Merger; (v) any complaints, notices and other documents relating to Legal Proceedings with respect to any of the Acquired Corporations that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3 hereof; (vi) any event, transaction or circumstance, that such party learns has caused or will cause any covenant or agreement of such party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such party contained in this Agreement in each case so as to cause a condition to the Offer not to be satisfied; (vii) any notice, report or other document filed with or sent or proposed to be filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Offer or the Merger or any of the other transactions contemplated by this Agreement; and (vviii) any material notice, communication, report or other document received by any of the Acquired Corporations from any Governmental Body. No notice, report or document given pursuant to this Section 5.1 shall have any effect on the representations, warranties, covenants or agreements contained in this Agreement for purposes of determining satisfaction of any condition contained herein.

Access and Investigation. (a) During the period from commencing on the date Agreement Date and ending at such time as designees of this Agreement through Parent first constitute at least a majority of the Effective Time (the "Pre-Closing Period"Company Board pursuant to Section 1.3(a), the Company shall, and shall cause the respective its Subsidiaries and Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access access, upon reasonable notice and during normal business hours, to the Acquired Corporations' Company’s Representatives, personnel properties, books, records, Tax Returns, material operating and assets financial reports, work papers and other documents and information relating to all existing the Company and its Subsidiaries (including the Company Owned IP); (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Company and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationsits Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and its Subsidiaries, as Parent may reasonably request. Without limiting ; and (iii) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the generality chief financial officer and other officers and managers of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations responsible for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations ’s financial statements and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf internal controls of the Company and its Subsidiaries to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its stockholders; (iii) any material notice, document obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation similar act applicable thereto and the other party to any such Acquired Corporation Contract rules and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report regulations relating thereto or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations otherwise in connection with the Merger Offer and the Merger. No information or knowledge obtained by Parent or its Representatives in any investigation conducted pursuant to this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and Purchaser to consummate the transactions contemplated hereby (including the Offer and the Merger), or the remedies available to the parties hereunder. Notwithstanding anything to the contrary herein, neither Company nor any of its Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such Person or violate any applicable Law. (b) During the period commencing on the Agreement Date and ending at such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a), the Company shall, and shall cause its Subsidiaries and Representatives to, provide Parent and Parent’s Representatives with reasonable access, upon reasonable notice and during normal business hours, to any real property now owned, leased or operated by the Company or its Subsidiaries for the purpose of Parent’s or Parent’s Representatives’ performing environmental site assessments of such real property. Parent or Parent’s Representatives will organize and conduct any such assessment in a manner that complies with applicable Laws and regulations and does not cause or result in any disruption or damage at such property, or any loss, expense, undue burden, or interference with the business operations at such real property. Parent or Parent’s Representatives will not be permitted to conduct any intrusive environmental sampling at any real property (such as soil borings, water samplings and the like) without Company’s prior consent, which consent may be withheld in Company’s reasonable discretion and which may be conditioned, among other things, upon Parent’s or Parent’s Representatives’ delivery to the Company of a written plan for the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any collection of the Acquired Corporations from any Governmental Bodyintrusive samples.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, GHX shall (and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: ): (a) provide Parent the Stockholder and Parent's the Stockholder’s Representatives with reasonable access during normal business hours, upon reasonable notice to the Acquired Corporations' RepresentativesGHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsGHX or its Subsidiaries; and (b) provide Parent or make available to the Stockholder and Parent's the Stockholder’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent Stockholder may reasonably request. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, GHX and the Company Stockholder shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is with copies of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of GHX or the Acquired Corporations Stockholder, as applicable, in connection with the Merger or any of the other transactions contemplated Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by this Agreement; and (v) any material notice, report the Stockholder shall limit or other document received by otherwise affect any of the Acquired Corporations from any Governmental Bodyrepresentations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "“Pre-Closing Period"”), the Company Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including including (A1) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows and (B2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; ; (iiB) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (iiiC) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (ivD) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (vE) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. (b) During the Pre-Closing Period, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company’s Representatives with reasonable access to Parent’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent agrees to hold weekly meetings with the Chief Executive Officer of the Company to provide updates on material developments in Parent’s business and provide the Company with: (A) drafts of any filings on Form 10-Q or Form 8-K expected to be made with the SEC at least 24 hours prior to such filing; (B) any written materials or communications sent by or on behalf of the Parent to its shareholders; (C) any notice, report or other document filed by the Parent with or sent to any Governmental Body on behalf of Parent or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement; and (D) any material notice, report or other document received by the Parent related to Parent or any of its Subsidiaries from any Governmental Body.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date of this Agreement through and ending at the Effective Time (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing personnel, books, records, Tax Returns, material operating and financial reports, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request; (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate in order to enable Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto or otherwise in connection with the Merger or any of the other Contemplated Transactions; and (d) permit legal counsel selected by Parent, in its sole discretion, to associate in the defense of the Stockholder Lawsuits and any similar Legal Proceeding, including association in matters of strategy and tactics. Without limiting the generality of any of the foregoing, subject to the Confidentiality Agreement, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared the Audited Year-End Financial Statements, which shall be provided by the Acquired Corporations for Company to Parent as soon as they become available, but in no event later than December 15, 2004; (ii) a monthly booking forecast, expenditures report and cash balances report, which shall be delivered by the Company's senior management, including Company to Parent within ten days after the end of such calendar month; (Aiii) copies of the unaudited monthly quarterly consolidated balance sheets of the Acquired Corporations Company as of the end of each fiscal quarter and the related unaudited monthly quarterly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows for such fiscal quarter, as well as a quarterly revenue forecast, all of which shall be delivered by the Company to Parent within fifteen days after the end of such fiscal quarter and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for such other related materials as are provided to the Company's senior management’s board of directors in connection with such quarterly financial information, which shall be delivered by the Company to Parent within one business day after being provided to the Company’s board of directors; (iiiv) any written materials or communications sent by or on behalf of the Company to its stockholders (in their capacity as stockholders); (iiiv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than containing any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to allegation of any actual, possible, potential or threatened breach, violation or default of or under such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices)Material Contract; (ivvi) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; andContemplated Transactions; (vvii) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyBody other than any information with respect to the State Court Action or Federal Court Actions; (viii) any material correspondence between any of the Acquired Corporations and any insurance carrier or insurance broker; and (ix) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations (other than any notice, document or other communication sent by or on behalf of any of the Acquired Corporations to Parent, or sent to any of the Acquired Corporations by Parent, in connection with the State Court Action or the Federal Court Actions).

Access and Investigation. During Subject to the terms of the Confidentiality Agreement which the parties agree will continue in full force following the date of this Agreement, during the period from commencing on the date of this Agreement through and ending at the Effective Time (the "Pre-Closing Period")Time, the Company upon reasonable notice each party shall, and shall cause the respective Representatives of the Acquired Corporations such party’s directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives (collectively, “Representatives”) to: (a) provide Parent the other party and Parent's such other party’s Representatives with reasonable access during normal business hours to the Acquired Corporations' such party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationssuch party and its Subsidiaries; and (b) provide Parent the other party and Parent's such other party’s Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired Corporationssuch party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such party and its Subsidiaries as the Acquired Corporations, as Parent other party may reasonably request; and (c) permit the other party’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such party responsible for such party’s financial statements and the internal controls of such party to discuss such matters as the other party may deem necessary or appropriate in order to enable the other party to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Periodperiod commencing on the date of this Agreement and ending at the Effective Time, the Company each party shall promptly provide Parent the other party with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of such party as of the Acquired Corporations end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows for such calendar month, which shall be delivered within thirty days after the end of such calendar month; (ii) all material operating and (B) copies of any sales forecastsfinancial reports prepared by such party for its senior management, marketing plans, including development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's its senior management; (iiiii) any written materials or communications sent by or on behalf of the Company a party to its stockholders; (iiiiv) with respect to the Company, any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations Company to any party to any Acquired Corporation Company Material Contract or sent to any of the Acquired Corporations Company by any party to any Acquired Corporation Company Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Company Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivv) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body Entity on behalf of a party or any of the Acquired Corporations its Subsidaries in connection with the Merger Merger; (vi) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, a party relating to any of the other transactions contemplated by this Agreementpending or threatened Legal Proceeding involving or affecting such party; and (vvii) any material notice, report or other document received by any of the Acquired Corporations a party from any Governmental BodyEntity. Notwithstanding the foregoing, any party may restrict the foregoing access to the extent that any legal requirement applicable to such party reasonably requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information.

Access and Investigation. (a) During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall promptly provide Parent with copies of: cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all material operating monthly and other interim financial reports prepared by statements as the Acquired Corporations for the Company's senior managementsame become available, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any written materials action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or communications sent by Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or on behalf vendor of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the other transactions contemplated by this Agreement; and Agreement without the Company’s prior written consent (v) which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any material notice, report or other document received such contact shall be arranged and supervised by any Representatives of the Acquired Corporations from any Governmental BodyCompany.

Access and Investigation. (a) During the period from the date of this Agreement through until the Effective Time (Time, upon reasonable advance notice to the "Pre-Closing Period")Company, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoingCompany, during and in such a manner as to not to interfere unreasonably with the Pre-Closing Periodnormal operation of the business of the Company; provided, further that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement dated July 12, 2013, between the Company and Parent (the “Confidentiality Agreement”). (b) Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (i) jeopardize any attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses) or (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement, including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the Company shall promptly provide use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent with copies of: (i) all material operating and financial reports prepared by will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Acquired Corporations for the Company's senior management, including (A) copies restrictions of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date of this Agreement through and ending at the Effective Time (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request; and (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and Managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) the unaudited monthly consolidated balance sheets of the Acquired Corporations as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for such calendar month, which shall be delivered by the Company to Parent within twenty days after the end of such calendar month; (ii) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (iiiii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiiiv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivv) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated Contemplated Transactions; (vi) any non-privileged notice, document or other communication sent by this Agreementor on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations; and (vvii) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause each of the other Acquired Companies to, and shall use its reasonable best efforts to cause its and their respective Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers (including auditor work papers, subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Periodincluding promptly providing Parent, the Company shall promptly provide Parent upon request, with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations Companies for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and ; (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Companies in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (vC) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the Acquired Companies’ normal business operations. The Company shall promptly notify Parent of the receipt by any Acquired Company of any written notice or other written communication from any Person alleging that the Consent of such Person is or may be required in connection with the Merger or any of the other Contemplated Transactions. Notwithstanding the foregoing: (1) nothing in this Section 4.1(a) shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives to the extent such (x) disclosure would violate any applicable Legal Requirement or jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by any Acquired Company or (y) information is prohibited from being disclosed pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement; and (2) if any Acquired Company or any Representative of any Acquired Company does not provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Acquired Company determines that it will not provide or cause or permit it Representatives to provide such access or such information) provide a written notice to Parent stating that it is withholding such access or such information and stating the justification therefor, and shall use its reasonable best efforts to provide the applicable information in a way that would not violate such Legal Requirement, jeopardize such privilege or breach such confidentiality provisions (it being understood that, at Parent’s written request, the Company shall use its reasonable best efforts to obtain any required consent of such third party under such applicable Company Contract to permit such disclosure to Parent or Parent’s Representatives). Any access to the properties of any of the Acquired Companies pursuant to this Section 4.1(a) will be subject to compliance with reasonable security measures and reasonable health and safety measures established by the Company in the ordinary course of business and will not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. Notwithstanding anything to the contrary in this Agreement, the Company may satisfy its obligations set forth in this Section 4.1(a) by electronic means if physical access is not reasonably feasible or would not be permitted under applicable COVID-19 Measures. (b) The Confidentiality Agreement shall remain in full force and effect in accordance with its terms until the Effective Time, except that Sections 12 and 15 of the Confidentiality Agreement shall have no force or effect during the Pre-Closing Period.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the earlier termination of this Agreement pursuant to Section 8 (the "“Pre-Closing Period"”), the Company shall, shall and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours, on reasonable prior notice, to the Acquired Corporations' Representatives, personnel and assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide or make available to Parent and Parent's Representatives with ’s Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Corporations and with such additional financial, operating and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, the Company and Parent shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of the Company, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other Contemplated Transactions The foregoing shall not require the Company to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege or (iii) the violation of any applicable Legal Requirement;. Without limiting the generality of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, the Company shall promptly provide Parent with copies ofwith: (ia) all material regularly recurring operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior managementflows; (iib) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body; (c) any written communication alleging a material breach of any Company Contract that comes to the attention of any officer or senior manager of the Company; (d) any written materials or communications sent by or on behalf of the Company to its stockholders;stockholders generally; and (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ive) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions. If the access to certain information to be granted to Parent pursuant to this Agreement; and (v) any material notice, report Section 4.1 would reasonably be expected to result in a violation of applicable Legal Requirements or other document received by any would otherwise be unreasonably disruptive to the operations of the Acquired Corporations from any Governmental BodyCompany, the Company and Parent shall cooperate in good faith to develop an alternative to furnishing such information to Parent and its Representatives to address such matters that is reasonably acceptable to Parent and the Company.

Access and Investigation. During (a) Subject to Section 5.1(b), during the period from the date of this Agreement through the earlier to occur of the following (i) the Effective Time Time, (ii) the date upon which Parent’s director designees constitute a majority of the members on the board of directors of the Company pursuant to Section 1.3 (the "“Control Time”), and (iii) termination of this Agreement pursuant to Section 8.1 (such period is referred herein as the “Pre-Closing Control Period"”), the Company shall, and shall cause the Acquired Corporations and respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's its Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, ’ Representatives and the personnel and assets of and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding . (b) Notwithstanding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Periodforegoing provisions in Section 5.1(a), the Company shall promptly provide Parent with copies of: may restrict or otherwise prohibit access to any documents or information to the extent that: (i) all any applicable Legal Requirements (including any Legal Requirements relating to security clearances) require the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would give rise to a material operating risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (iii) access to a Contract to which any Acquired Corporation is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement would violate or cause a default in any material respect under, or give a third party the right to terminate or accelerate the rights under, such Contract; or (iv) unless otherwise required to be provided pursuant to Section 5.3, such documents or information relate directly to any Acquisition Proposal or Acquisition Inquiry; provided, however, that, in the case of clauses “(i),” “(ii)” and financial reports prepared by “(iii),” the Company shall: (A) give reasonable notice to Parent of the fact that it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 5.1(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) cause the Acquired Corporations for and their Representatives to use commercially reasonable efforts to cause the Company's senior management, including documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. (Ac) copies Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the unaudited monthly consolidated balance sheets business of the Acquired Corporations and the related unaudited monthly consolidated statements or create a material risk of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials damage or communications sent by or on behalf of the Company destruction to its stockholders; (iii) any material notice, document property or other communication sent by or on behalf of any material assets of the Acquired Corporations Corporations. Any access to any party the Company’s properties shall be subject to any Acquired Corporation Contract or sent to any the term of the Acquired Corporations by any party applicable Company Leases, the Company’s reasonable security measures and insurance requirements and shall not include the right to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyperform invasive testing.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time Closing Date (the "PrePRE-Closing PeriodCLOSING PERIOD"), the Company Seller shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Acquisition Sub and their Representatives with reasonable access to the Acquired Corporations' Seller's Representatives, personnel and assets Purchased Assets and to all existing books, records, Tax Returns, internal work papers and other documents and information relating to Seller and the Acquired CorporationsPurchased Assets; and (b) provide Parent and Parent's Acquisition Sub and their Representatives with such copies of the existing books, records, Tax Returns, internal work papers and other documents and information relating to the Acquired CorporationsSeller, and with such additional financial, operating and other data and information regarding the Acquired CorporationsSeller and its financial condition, as Parent or Acquisition Sub may reasonably request; and (c) fully cooperate with Parent and Acquisition Sub in their reasonable investigation of the Purchased Assets. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company Seller shall furnish promptly provide to Parent with copies of: (i) all material operating a copy of each report, schedule, registration statement and financial reports prepared other document filed or furnished by Seller during the Acquired Corporations for Pre-Closing Period with the Company's senior managementSEC, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent or proposed to be sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations Seller by any party to any Acquired Corporation Assumed Contract or sent to Seller by any party to any Assumed Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation Seller and the other party to any such Acquired Corporation Assumed Contract and that is of the type sent in the ordinary course of business and consistent with past practices); and (iii) all other information existing concerning the Business, properties and personnel as Parent or Acquisition Sub may reasonably request; it being understood that, with respect to the information referenced in this Section 5.01(a), Seller shall not be required to create information for Parent and Acquisition Sub that it would not normally create in the ordinary course of business. (b) Seller shall during the Pre-Closing Period give prompt written notice to Parent and Acquisition Sub, and Parent and Acquisition Sub shall during the Pre-Closing Period give prompt written notice to Seller, of: (i) the discovery by such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in any representation or warranty made by such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy as of the date hereof or as of the Closing Date in any representation or warranty made by such party in this Agreement; (iii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; (iv) any notice, report the occurrence of an event or other document filed with or sent circumstance that could be reasonably expected to any Governmental Body on behalf make the timely satisfaction of any of the Acquired Corporations conditions set forth in connection with the Merger Article 6 impossible or any of the other transactions contemplated by this Agreementunlikely or that has had or would reasonably be expected to have a Material Adverse Effect; andor (v) the commencement of any material notice, report litigation or other document received by any of the Acquired Corporations from any Governmental BodyProceeding against or affecting this Agreement.

Access and Investigation. During Subject to the Confidentiality Agreement, during the period from commencing on the date Agreement Date and ending on the earlier of (a) the Closing and (b) the termination of this Agreement through pursuant to Section 7.1 (such period being referred to herein as the Effective Time (the "Pre-Closing “Interim Period"“), Seller and the Company shall, and shall cause the their respective Representatives of the Acquired Corporations to: (ai) provide Parent Buyer and Parent's its Representatives with reasonable access during normal business hours upon reasonable advance prior written notice to the Acquired Corporations' Company’s and Seller’s Representatives, personnel and assets and to all existing properties, books, records, non-income Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, Contracts and other documents and information to the extent relating to the Acquired CorporationsCompany and the Company Subsidiaries; and (bii) provide Parent Buyer and Parent's its Representatives with such copies of the existing books, records, non-income Tax Returns, work papers papers, Contracts and other documents and information to the extent relating to the Acquired CorporationsCompany and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding to the Acquired Corporationsextent relating to the Company and the Company Subsidiaries, as Parent Buyer may reasonably request. Without limiting Information obtained by Buyer or its Representatives pursuant to this Section 5.1 will constitute “Evaluation Material” under the generality Confidentiality Agreement and will be subject to the provisions of the foregoing, during the Pre-Closing PeriodConfidentiality Agreement. Nothing in this Section 5.1 will require Seller, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by or any Company Subsidiary to permit any inspection, or to disclose any information, that in the Acquired Corporations for the Company's senior management, including reasonable judgment of Seller would (A) copies violate any of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsSeller’s or its Affiliates’ respective obligations under any confidentiality agreement, statements of stockholders' equity and statements of cash flows and (B) copies result in a violation of applicable Law (including ITAR) or (C) result in loss of legal protection, including the attorney client privilege and work product; provided in each case that Seller provides Buyer with the basis for withholding such documents and, in the case of clause (A), if requested by Buyer, uses commercially reasonable efforts to get all requisite approval to make such information available to Buyer. In no event shall Buyer, its Affiliates or their respective Representatives contact any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials customer or communications sent by or on behalf supplier of the Company or the Company Subsidiaries with respect to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any the Transactions without the prior written consent of the Acquired Corporations to any party to any Acquired Corporation Contract Chief Executive Officer or sent to any General Counsel of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodySeller.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), upon reasonable advance written notice to the Company, the Company shall, and shall cause the respective its Representatives, its Subsidiaries and its Subsidiaries’ Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access during the normal business hours of the Company to the Acquired Corporations' Company’s Representatives, personnel personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Company and its Subsidiaries, and (bii) promptly provide Parent and Parent's ’s Representatives with such all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries, and with such any available or reasonably producible additional financial, operating and other data and information regarding the Acquired CorporationsCompany and its Subsidiaries, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoing, during Company and in such a manner as not to unreasonably interfere with the Pre-Closing Period, normal operation of the business of the Company and its Subsidiaries. Nothing herein shall promptly provide Parent require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with copies of: respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) all material operating and financial reports prepared by jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations for the Company's senior managementCompany has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) contravene any written materials applicable Law, fiduciary duty or communications sent by Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or on behalf its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its stockholders; (iii) any material noticeRepresentatives, document Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other communication sent Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or on behalf of any of limit or otherwise affect the Acquired Corporations remedies available to any party Parent or Purchaser pursuant to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through and continuing until the Effective Time earlier of the termination of this Agreement pursuant to Section 9 or the Closing (the "“Pre-Closing Period"”), each of the Company Selling Shareholders shall, and shall cause the respective Representatives each of the Selling Shareholders shall ensure that the Acquired Corporations toCompanies and their respective Representatives, subject to the Confidentiality Agreement: (a) upon reasonable advance notice, provide Parent the Purchaser and Parent's the Purchaser’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent act reasonably in providing the Purchaser and Parent's the Purchaser’s Representatives with copies (or permitting the Purchaser and the Purchaser’s Representatives to make copies) of such copies of the existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to each of the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding each of the Acquired CorporationsCompanies, as Parent the Purchaser may reasonably request. Without limiting ; provided, however, that (i) the generality Selling Shareholders shall not be required to violate any Legal Requirement relating to confidentiality to which they, or the Acquired Companies, are subject, and such access and investigation shall be conducted in such a manner as not to interfere in any material respect with the operation of the foregoing, during Acquired Companies. During the Pre-Closing Period, the Company shall promptly provide Parent Purchaser (only in consultation and collaboration with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiior a Selling Shareholder, and with the prior written consent of a Selling Shareholder, which consent shall not be unreasonably delayed or withheld) any material notice, document or other communication sent by or on behalf may make inquiries of Persons having business relationships with any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any Companies (including suppliers, licensors, distributors and customers) and each of the Selling Shareholders shall ensure that each of the Acquired Corporations by any party Companies helps facilitate (and provides reasonable cooperation to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Purchaser in connection with the Merger or any of the other transactions contemplated by this Agreement; and (vwith) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodysuch inquiries.

Access and Investigation. (a) During the period from Interim Period, upon reasonable advance notice to the date of this Agreement through the Effective Time (the "Pre-Closing Period")Company, the Company shall, and shall cause the respective Representatives of the Acquired Corporations Company and its Subsidiaries to: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' Company’s and its Subsidiaries’ respective Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries; and (bii) provide furnish promptly to Parent and Parent's ’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Corporationsbusiness, properties, and personnel of the Company and its Subsidiaries, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoingCompany, during and in such a manner as to not interfere unreasonably with the Prenormal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-Closing Perioduse obligations under the Confidentiality Agreement dated November 12, 2014 and amended as of December 29, 2015, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent and Purchaser shall promptly provide Parent with copies of: (i) all material operating not, and financial reports prepared by the Acquired Corporations for the Company's senior managementshall cause their respective Representatives not to, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationscontact any employee, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecastsconsultant, marketing planscustomer, development planslicensee, discount reportspartner, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials supplier or communications sent by or on behalf vendor of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Offer, the Merger or any of the other transactions contemplated by this Agreement; andAgreement without the Company’s prior written consent, and Parent and Purchaser acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. (vb) Nothing herein shall require the Company to disclose any material noticeinformation to Parent or Purchaser if such disclosure would, report in the Company’s reasonable discretion (i) jeopardize any attorney-client or other document received by legal privilege (provided that the Company will nonetheless provide Parent or Purchaser and the applicable Representatives of Parent or Purchaser with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the date hereof, including any confidentiality agreement to which the Company or its Affiliates is a party (provided that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement or the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of the Company as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: (a) provide Parent and Parent's its Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel Company and assets its Representatives and to the assets of the Company and its Subsidiaries, including all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide Parent and Parent's its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company shall, and shall cause its Representatives to, cause its senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating its chief financial officer and other data officers responsible for the Company’s financial statements and information regarding the Acquired Corporationsinternal controls, respectively, to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without Subject to Section 6.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Alaska Corporations, Parent or Merger Sub, respectively, in connection with the Offer, the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 5.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall promptly provide Parent with copies of: cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all material operating monthly and other interim financial reports prepared by statements as the Acquired Corporations for the Company's senior managementsame become available, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any written materials action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or communications sent by Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or on behalf vendor of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the other transactions contemplated by this Agreement; and Agreement without the Company’s prior written consent (v) which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any material notice, report or other document received such contact shall be arranged and supervised by any Representatives of the Acquired Corporations from any Governmental BodyCompany.

Access and Investigation. During the period from the date of this Agreement through the earlier of the Effective Time or the date of termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: to (to the extent permitted under applicable Legal Requirements): (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate with respect to the satisfaction by Parent or the Company of its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. All information exchanged pursuant to this Section 5.1 shall be subject to the provisions of the Confidentiality Agreement. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent (upon its reasonable request and to the extent permitted under applicable Legal Requirements) with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including including: (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' shareholders’ equity and statements of cash flows flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent in accordance with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations Companies to: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Acquired Corporations' respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide make available to Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations Company for the Company's senior managementCompany Board, including (A1) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders' shareholders’ equity and statements of cash flows and (B2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; Company Board; (iiB) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (iiiC) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations Companies to any party to any Acquired Corporation Company Contract (other Excluded Contracts) or sent to any of the Acquired Corporations Companies by any party to any Acquired Corporation Company Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (ivD) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (vE) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body. Any review conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies.

Access and Investigation. During the period from From the date of this Agreement through until the Effective Time earlier to occur of the Closing Date or termination of this Agreement, Parent shall cause the Rodeo Entities to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable notice, to the officers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Rodeo Entities and the Business, including inspection of such properties. Notwithstanding the foregoing, neither Rodeo nor any of its Affiliates shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the "Pre-Closing Period"disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Parent shall consider in good faith on a case by case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Rodeo provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Chief Accounting Officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller, any Rodeo Entity or the Business, or with any Governmental Entity, concerning or related to the Transactions, unless Parent consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Parent in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the Company current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring ▇▇▇▇▇. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD PARENT, SELLER, RODEO AND EACH OF THE BUYER-INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by Rodeos’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause the respective its Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger conduct of the due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Parent, Seller or any Rodeo Entity and provided to Buyer regarding such Person’s actions while upon, entering or leaving any Real Property. Buyer shall not, and shall cause its Representatives not to, unreasonably interfere with the day-to-day operations of the other transactions contemplated by this Agreement; and (v) Business in conducting any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodydue diligence activities.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable Antitrust Laws relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations Corporations, to: (ai) provide Parent and Parent's Representatives Representatives, through the Chief Executive Officer of the Company and his direct reports (the "Senior Operating Committee"), with reasonable access to the Acquired Corporations' RepresentativesRepresentatives and personnel, personnel including the Company's officers responsible for the preparation of the financial statements, internal controls and disclosure controls and procedures of the Acquired Corporations, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (bii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, all as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (iA) all material monthly or other periodic operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for one or more members of the Senior Operating Committee in the ordinary course of business or for the Company's senior managementBoard of Directors of the Company or any committee thereof, including (A1) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations Company and its consolidated Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B2) copies of any sales forecasts, marketing plans, strategic development plans, discount reports, write-off reportsreports (if any), hiring reports and capital expenditure reports prepared for the Company's senior management; one or more members of the Senior Operating Committee; (iiB) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (iiiC) any material notice, notice or document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (ivD) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (vE) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. Without limiting the generality of the foregoing, during the period from the date of this Agreement through the Effective Time, Parent shall be permitted to perform environmental reviews (including subsurface testing) of the properties of the Acquired Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such testing is directly related to a finding of a "Recognized Environmental Condition" contained in any Phase I environmental site assessment conducted by Parent or delivered to Parent pursuant to Section 2.14(g) hereunder or the existence of an obvious environmental condition, (b) Parent promptly provides a copy of all data and reports obtained from such subsurface sampling to the Company and (c) Parent does not disclose or otherwise report the results of such sampling to any third party or Governmental Body (i) unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) Parent first provides the Company with a reasonable opportunity to make such disclosure or report.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the First Effective Time or the termination of this Agreement (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts to which any Acquired Corporation is a party as of the date hereof, the Company shall, and shall cause the respective directors, officers and employees of the Acquired Corporations to, and shall use its reasonable best efforts to cause the Representatives of the Acquired Corporations to: (aother than their respective directors, officers and other employees) to provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, ’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; . During the Pre-Closing Period, the Company shall, and (b) provide Parent and Parent's shall cause the Representatives with such copies of each of the existing booksAcquired Corporations to, recordspermit Parent’s senior officers to meet, Tax Returnsupon reasonable notice and during normal business hours, work papers with the chief financial officer and other documents officers of the Company responsible for the Company’s financial statements and information relating to the internal controls of the Acquired Corporations, and with Corporations to discuss such additional financial, operating and other data and information regarding the Acquired Corporations, matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its obligations under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) upon the request of Parent, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and and, if prepared, statements of cash flows flows, in each case within 15 days after the end of each calendar month; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of subject to applicable Legal Requirements, the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf shall promptly provide Parent with copies of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, during the Pre-Closing Period: (A) upon the request of the Company, Parent shall provide the Company with copies of unaudited monthly consolidated balance sheets of Parent and its Subsidiaries and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows, in each case within 15 days after the end of each calendar month; and and (vB) subject to applicable Legal Requirements, Parent shall promptly provide the Company with copies of any material notice, report or other document received by filed with or sent to any Governmental Body on behalf of Parent or Merger Sub or any of Parent’s other Subsidiaries in connection with the Mergers or any of the Acquired Corporations from any Governmental Bodyother Contemplated Transactions.

Access and Investigation. During the period from the date Agreement Date until the earlier of the Effective Time and the termination of this Agreement through the Effective Time pursuant to Section 9.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause the respective direct its other Representatives of the Acquired Corporations to: Company, (a) to provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' RepresentativesCompanies’ officers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents and information relating in such a manner as not to unreasonably interfere with the Acquired Corporations; normal operation of the business of the Company) and (b) provide to furnish to Parent such financial and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting , but in the generality case of clauses (a) and (b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the foregoingCompany following the Closing or the satisfaction of any condition to Closing. The foregoing notwithstanding, during the Pre-Closing Period, nothing herein shall require the Company to permit any inspection or testing, or to disclose any information, that in the reasonable judgment of the Company would be materially detrimental to the Company’s business or operations nor shall promptly provide anything herein require the Company to disclose any information to Parent with copies of: if (i) all material operating and financial reports prepared by the Acquired Corporations for such disclosure would, in the Company's senior management, ’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (y) contravene any applicable Law (including (AAntitrust Law) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; or fiduciary duty or (ii) in the Company’s reasonable discretion, such documents or information are reasonably pertinent to any written materials or communications sent adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines doing so is required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of June 1, 2021, by or on behalf and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company to its stockholders; (iii) any material notice, document or other communication sent person designated by or on behalf of any of the Acquired Corporations Company in writing. Nothing in this Section 6.1 will be construed to any party to any Acquired Corporation Contract or sent to any of require the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Company or any of the other transactions contemplated by this Agreement; and (v) its Representatives to prepare any material noticereports, report analyses, appraisals, opinions or other document received by any of the Acquired Corporations from any Governmental Bodyinformation.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement in accordance with Section 8 or the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Tetraphase Companies or Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives ensure that each of the Acquired Corporations toother Inphi Entities and its and their respective Representatives: (ai) provide Parent Marvell and Parent's Marvell’s Representatives with reasonable access to the Acquired Corporations' RepresentativesInphi Entities’ personnel, personnel properties and assets and to all existing books, records, Tax Returns, auditor work papers (subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Acquired CorporationsInphi Entities; and (bii) provide Parent Marvell and Parent's Marvell’s Representatives with such copies of the existing books, records, Tax Returns, auditor work papers and other documents and information relating to the Acquired CorporationsInphi Entities, and with such additional financial, operating and other data and information regarding the Acquired CorporationsInphi Entities, in each case, as Parent Marvell may reasonably request. Without limiting request for purposes reasonably related to the generality facilitation or consummation of any of the Contemplated Transactions, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the normal business operations of the Inphi Entities. Notwithstanding the foregoing: (A) nothing in this Section 4.1(a) shall require any Inphi Entity or its Representatives to disclose any information to Marvell or Marvell’s Representatives if such disclosure would violate any applicable law or any confidentiality agreement with a third party to which any Inphi Entity is a party as of the date of this Agreement, during or jeopardize the Preattorney-Closing Periodclient privilege, work product doctrine or other legal privilege held by any Inphi Entity; and (B) if any Inphi Entity does not provide or cause its Representatives to provide such access or such information in reliance on clause “(A)” of this sentence, then the Company shall promptly (and in any event within two Business Days after such Inphi Entity determines that it will not provide Parent with copies of:or cause it Representatives to provide such access or such information) provide a written notice to Marvell stating that it is withholding such access or such information and stating the justification therefor, and shall use commercially reasonable efforts to provide the applicable information in a way that would not violate such law or such confidentiality agreement, or jeopardize such privilege. (ib) all material operating The Confidentiality Agreement shall remain in full force and financial reports prepared by effect in accordance with its terms until the Acquired Corporations for Delaware Merger Effective Time, except that the Company's senior management, including (A) copies Marvell Entities’ obligations under Sections 7 and 8 thereof shall terminate upon the execution and delivery of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from From the date of this Agreement through until the Effective Time Closing, upon reasonable advance notice, each of BarTech, RES Holding and USS/Kobe (the "Pre-Closing Period"), the Company shallonly with respect to its Bar Business) will, and shall will cause the respective Representatives each of the Acquired Corporations their Subsidiaries and relevant Affiliates to: : (a) provide Parent Afford the other parties hereto and Parent's their Representatives with and their lenders and their Representatives reasonable access during normal business hours to the Acquired Corporations' Representativespersonnel, personnel properties, contracts, books and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; data of such Person and its Subsidiaries and relevant Affiliates; (b) provide Parent Furnish the other parties hereto and Parent's their Representatives with such copies of the existing booksall such contracts, books and records, Tax Returns, work papers and other existing documents and information relating to data as they may reasonably request in connection with the Acquired Corporations, Transaction Documents and the transactions contemplated hereby and thereby; (c) Furnish the other parties hereto and their Representatives with such additional financial, operating operating, and other data and information regarding the Acquired Corporations, with respect to such Person and its Subsidiaries and relevant Affiliates as Parent they may reasonably request. Without limiting ; provided, however, that such investigation shall not unreasonably interfere with any of the generality businesses or operations of such Person or any of its Subsidiaries or relevant Affiliates and will be at the cost of the Person making such investigation; (d) Notwithstanding the foregoing, during neither BarTech, RES Holding nor USS/Kobe will be required prior to the Pre-Closing PeriodDate to disclose or cause the disclosure to the Representatives of any such Person (or provide access to any of their or their Subsidiaries' or relevant Affiliates' properties, contracts, books or records) of any confidential information relating to pricing and marketing plans, to the extent that such Person receives the written advice of outside legal counsel which counsel will be reasonably satisfactory to the other Persons that disclosure of such information would be inconsistent with any applicable antitrust or competition law, nor will such Person be required to permit or cause others to permit the Representatives of such Person to photocopy or remove from the offices or properties of any such Person or any of its Subsidiaries or relevant Affiliates any original or photocopied documents, drawings or other materials that might reveal any such confidential information; (e) From the date hereof and following the Closing, each of the parties hereto agrees to, and will cause its Subsidiaries, Affiliates and Representatives to treat and hold as confidential (and not disclose or provide access to any Person) all information provided to pursuant to this Agreement or other Transaction Documents as provided in Section 10.6; and (f) Each of BarTech, the Company shall promptly provide Parent with copies of: Republic Parties, the BV Parties and the USX/Kobe Parties acknowledges and agrees that it (i) all material operating has made its own inquiry and financial reports prepared by investigation into, and based thereon, has formed an independent judgment concerning the Acquired Corporations for business, the Company's senior management, including (A) copies assets and liabilities of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsother parties, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials has been furnished with or communications sent by or on behalf given adequate access to such information about the business, the assets and liabilities of the Company to its stockholders; other parties as it has requested, (iii) has had independent legal, financial and technical advice relating to the business and the assets of the other parties and the terms of this Agreement and the Transaction Documents and (iv) will not assert any material notice, document or other communication sent by or on behalf of claim against any of the Acquired Corporations other parties or their Affiliates or any of their or their Affiliates' respective directors, officers, employees, agents, stockholders, consultants, investment bankers, accountants or representatives, or hold any such persons liable, for any inaccuracies, misstatements or omissions with respect to information (other than the representations and warranties of the other parties contained in this Agreement) furnished by the other parties or such persons concerning the other parties, provided, however, that nothing contained in this Agreement will preclude the assertion by any party to or its Affiliates of any Acquired Corporation Contract causes of action that may exist, not based upon breach of contract, for fraud. Any implied warranty or sent other rights applicable to any of the Acquired Corporations transactions contemplated hereby under the law of any jurisdiction is hereby expressly and irrevocably waived by any each party to any Acquired Corporation Contract (other than any communication the fullest extent permitted by such legal requirements, and each party agrees that relates solely it will not seek to routine commercial transactions between an Acquired Corporation and the other party to enforce any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report implied warranties or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyrights.

Access and Investigation. During (a) Subject to Section 5.1(b), during the period from the date of this Agreement through the earlier of the Effective Time or termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Subject to Section 5.1(b), during the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate with respect to the satisfaction by Parent or the Company of its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. All information exchanged pursuant to this Section 5.1 shall be subject to the provisions of the Confidentiality Agreement. Without limiting the generality of any of the foregoingforegoing and subject to Section 5.1(b), during the Pre-Closing Period, the Company shall promptly provide Parent upon its reasonable request with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including including: (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. (b) Notwithstanding the foregoing provisions in Section 5.1(a), the Company may restrict or otherwise prohibit access to any documents or information to the extent that: (i) any applicable Legal Requirements (including any laws relating to security clearances) require the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information; (iii) access to a Contract to which any Acquired Corporation is a party as of the date of this Agreement or otherwise bound as of the date of this Agreement would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; or (iv) unless otherwise required to be provided pursuant to Section 5.3, such documents or information relate directly to any Acquisition Proposal or Acquisition Inquiry; provided that, in the case of clauses “(i),” “(ii)” and “(iii),” the Company shall: (A) give reasonable notice to Parent of the fact that it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 5.1(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) cause the Acquired Corporations to use commercially reasonable efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. (c) Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Corporations or create a material risk of damage or destruction to any material property or material assets of the Acquired Corporations. Any access to the Company’s properties shall be subject to the term of the applicable Company Leases, the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the Chief Financial Officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Corporations, internal controls of the Company Entities to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company Entities or Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyContemplated Transactions.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement or the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired API Corporations or the ▇▇▇▇ Corporations, respectively, in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement or any non-disclosure or confidentiality agreement entered in the ordinary course of business after the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or such agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of the Effective Time or the date of termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Companies to: (a) , provide Parent and Parent's ’s Representatives (including Parent’s financing sources and prospective financing sources and their respective advisors and representatives) with reasonable access access, during normal business hours and upon reasonable advance notice, to the Acquired Corporations' Companies’ Representatives, personnel assets, properties, offices, plants and assets other facilities, and to all existing books, books and records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide shall furnish Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information (including (1) all operations, documents and information related to conflict minerals; (2) the work papers of the Company’s accountants, subject to the prior consent of such accountants, which consent the Company shall use its reasonable best efforts to obtain as soon as practicable; (3) information regarding any works council or other employee representative body, including any consultation notice or consent required therefrom; (4) information relating to any new standards-setting organization, university or industry bodies or consortia, or other multi-party special interest groups or activities, that any Acquired Company enters into, commences participation in, establishes or joins; and (5) information regarding any event, occurrence, claim or Legal Proceeding that, if such event, occurrence, claim or Legal Proceeding had arisen prior to the Acquired Corporationsdate of this Agreement, would have constituted or resulted in a breach of, or would have been required to be disclosed under, any of Sections 2.8(i)(ii), 2.8(i)(iii), 2.8(i)(iv), 2.8(q) and 2.19(a)) as Parent Parent, through Parent’s Representatives, may reasonably request. Without limiting , as long as these actions are in compliance with all applicable data privacy/protection Legal Requirements; provided, however, that, the generality Acquired Companies will be under no obligation to provide Parent and its Representatives with any such access or information if: (i) in the reasonable good faith judgment of the foregoingCompany, during the Preinformation is subject to confidentiality obligations to a third party; (ii) disclosure of any such information or document would result in the loss of attorney-Closing Periodclient privilege of the Acquired Companies; or (iii) constitute a violation of applicable Legal Requirements, provided further, however, that with respect to clauses “(i)” through “(iii),” the Acquired Companies, as applicable, shall use their commercially reasonable efforts to: (A) obtain the required consent of any such third party to provide such inspection or disclosure; (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company; and (C) in the case of clauses “(ii)” and “(iii),” utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Legal Requirements or jeopardizing such attorney-client privilege. (b) Promptly following the date of this Agreement, the Company shall promptly will use its reasonable best efforts to provide Parent with a list of (and copies of: (i, to the extent not previously Made Available by the Company) all material operating and financial reports prepared by the Contracts, orders, writs, injunctions, judgments or decrees to which any Acquired Corporations for the Company's senior managementCompany is a party to, including (A) copies of the unaudited monthly consolidated balance sheets or to which any asset of the Acquired Corporations and Companies that is material to the related unaudited monthly consolidated statements of operationsAcquired Companies, statements of stockholders' equity and statements of cash flows and (B) copies of taken as a whole, is bound, that restricts in any sales forecasts, marketing plans, development plans, discount reports, write-off reportsmaterial respect or prohibits in any material respect any Acquired Company from soliciting, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) or retaining any written materials Person as an employee, consultant or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyindependent contractor.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the Confidentiality Agreement, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide promptly furnish Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during During the Pre-Closing Period, the Company shall, and shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by cause the Acquired Corporations for the Company's senior management, including (A) copies Representatives of the unaudited monthly consolidated balance sheets each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the related unaudited monthly consolidated statements chief financial officer and other officers of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared the Company responsible for the Company's senior management; (ii) any written materials or communications sent by or on behalf ’s financial statements and the internal controls of the Company Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its stockholders; (iii) obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and all other applicable Legal Requirements. Notwithstanding the foregoing, any material noticesuch access, document investigation or other communication sent by consultation shall be conducted in such a manner as not to interfere unreasonably with the business or on behalf operations of the Acquired Corporations or otherwise result in any significant interference with the prompt and timely discharge of the normal duties of the Acquired Corporations. None of the Acquired Corporations shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its clients, jeopardize the attorney-client privilege of any of the Acquired Corporations or contravene any Legal Requirement or binding agreement entered into prior to any party the date of this Agreement. The parties hereto will use commercially reasonable efforts to any Acquired Corporation Contract or sent to any make appropriate substitute arrangements under circumstances in which the restrictions of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. During the period from the date of this Agreement through the earlier of the Effective Time or the date upon which this Agreement is validly terminated (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: to (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Corporations and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; ; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (v) any material notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations or received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through and continuing until the earlier of the termination of this Agreement pursuant to Section 8 or the Effective Time (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective its Representatives and each of the Acquired Corporations Companies and their respective Representatives to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's ’s Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request; provided that access to any information covered by attorney-client privilege, work product or similar protection will be appropriately limited and made under a mutually acceptable common interest agreement. Without limiting the generality of the foregoing, during During the Pre-Closing Period, Parent may make inquiries of Persons having business relationships with the Acquired Companies (including suppliers, licensors and customers) and the Company shall promptly provide cause each Acquired Company to help facilitate (and shall cooperate fully with Parent with copies of: (iin connection with) such inquiries, in each case subject to all material operating applicable Legal Requirements. The Company shall deliver to Parent: as soon as practicable after the end of each monthly accounting period, and in any event within 15 days after the end of each such calendar month, unaudited consolidated financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets statements of the Acquired Corporations Companies (consisting of a balance sheet, income statement and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements statement of cash flows flows) as of the end of each such monthly accounting period, in each case prepared in accordance with GAAP applied on a basis consistent with the basis on which the Financial Statements were prepared and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for in accordance with the Company's senior management; ’s historic past practice (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices“Pre-Closing Financial Statements”); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period from the date Agreement Date until the earlier of the First Effective Time and the termination of this Agreement through the Effective Time pursuant to Section 8.1 (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Corporations, upon reasonable advanced written notice, to: (ai) provide Parent (and Parent's Representatives ’s Representatives) with reasonable access during normal business hours to the Acquired Corporations' all of their respective Representatives, personnel senior management personnel, properties and assets and to all existing books, records, Contracts, Tax Returns, Company Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired Corporations; Corporations and (bii) promptly provide Parent (and Parent's Representatives ’s Representatives) with such all reasonably requested (and readily available) information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Company Employee Plans files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CorporationsCorporations (in the case of Parent), and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with request (including copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and management (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body Entity on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the Transactions, other transactions contemplated by this Agreement; and than exhibits or attachments to their respective HSR Notification and Report forms, which may be withheld from Parent, and (vC) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyEntity); provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and shall be subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary, no Acquired Corporation shall be required to disclose (or provide access to) any information to Parent or any of its Subsidiaries (or any of its or their Representatives) if such disclosure or access would be reasonably likely to (w) jeopardize any attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of any Acquired Corporation with respect to confidentiality or privacy or (z) materially interfere with the conduct of any Acquired Corporation’s business. The Company shall use its reasonable best efforts make appropriate substitute access and disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) During the Pre-Closing Period, Parent shall, and shall cause each of Parent’s Subsidiaries, upon reasonable advanced written notice, to: (i) provide the Company (and Company’s Representatives) with reasonable access during normal business hours to its Representatives, senior management personnel, properties and assets and to existing books, records, Contracts, Tax Returns, Parent Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to Parent and its Subsidiaries and (ii) promptly provide the Company (and such other Party’s Representatives) with all reasonably requested (and readily available) information regarding the business of Parent and its Subsidiaries, including copies of the existing books, records, Contracts, Tax Returns, Parent Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to Parent and its Subsidiaries and with such additional financial, operating and other data and information regarding the Parent and its Subsidiaries (in the case of the Company), as the Company may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of Parent and in such a manner as not to unreasonably interfere with the normal operation of the business of Parent or its Subsidiaries, and shall be subject to the Confidentiality Agreement. Notwithstanding anything herein to the contrary, neither Parent nor its Subsidiaries shall be required to disclose (or provide access to) any information to any Acquired Corporation (or any of such Acquired Corporation’s Representatives), if such disclosure or access would be reasonably likely to (w) jeopardize any attorney-client or other legal privilege, (x) contravene any applicable Laws, (y) violate any obligation of Parent or any of its Subsidiaries with respect to confidentiality or privacy or (z) materially interfere with the conduct of the business of Parent or any of its Subsidiaries. Parent shall use its reasonable best efforts make appropriate substitute access and disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement or the Effective Time (the "Pre-Closing Period"), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company's and information regarding Parent's financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Alamo Corporations or the Abeline Corporations, respectively, in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through to the Effective Time Closing Date, Seller and its officers, employees, counsel, accountants and other authorized representatives (the "Pre-Closing PeriodRepresentatives")) will, the Company shall, (i) afford Buyer and shall cause the respective its Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to Seller's (with respect to the Acquired Corporations' RepresentativesBusiness) and each Subsidiary's senior management personnel, personnel and assets and to all existing properties, contracts, books, and records, Tax Returns, work papers and other documents and information relating data, (ii) permit access to the Acquired Corporations; or furnish copies to Buyer and its Representative (as requested by Buyer, provided that if copies are to be furnished it will be furnished at Buyer's expense) of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (biii) provide Parent furnish Buyer and Parent's its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating operating, and other data and information regarding the Acquired Corporations, as Parent Buyer may reasonably request. Without limiting , including, without limitation periodically reporting to Buyer the generality status of the foregoingbusiness, during operations and finances of the Pre-Business. Seller shall also inform Buyer (upon its request) of any facts or circumstances of which Seller has knowledge which calls into question the collectibility of any Accounts Receivable, adequacy of the bad debt reserves that exist as of the Closing PeriodDate and the adequacy of the ▇▇▇▇▇ ▇▇▇ Reserve. No information or knowledge obtained in any investigation pursuant to this SECTION 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Consummated Transactions. Buyer agrees that from the date hereof until the Closing, Buyer will not discuss or negotiate any terms of employment with any employees of the Company Subsidiaries (other than disclosing to any such employee the obligations of Buyer pursuant to SECTION 8.10(b) hereof), without prior approval by Seller's President or Chairman. (b) From the date hereof through the Closing Date, Buyer agrees that if it becomes aware, in the course of its due diligence examination or otherwise, of a material Breach of Seller's representations, warranties, covenants or agreements contained herein, Buyer will promptly notify Seller thereof; provided, however, this SECTION 6.1(b) shall promptly provide Parent with copies of: in no manner (i) all material operating and financial reports prepared obligate Buyer to affirmatively inquire or research whether a Breach by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; Seller has occurred or (ii) any written materials limit or communications sent by or on behalf of waive the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation conditions set forth in SECTIONS 10.1 and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger 10.2 herein or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyBuyer's rights hereunder.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: Companies to (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Acquired Corporations' respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Companies, and (bii) provide or make available Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide or make available to Parent with copies of: of (iA) all material operating and financial reports prepared by the Acquired Corporations Company for the Company's ’s senior management, including if any (A1) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders' shareholders’ equity and statements of cash flows and flows, (B2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; , and (ii3) to the extent not otherwise publicly available in the Company’s filings with the SEC on the SEC website, copies of the audited annual consolidated financial statements of the Company and its consolidated subsidiaries, (B) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders, (iiiC) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations Companies to any party to any Acquired Corporation Company Contract or sent to any of the Acquired Corporations Companies by any party to any Acquired Corporation Company Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices); , (ivD) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and , and (vE) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body. Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, Parent shall, and shall cause its Representatives to (i) provide the Company and the Company’s Representatives with reasonable access to Parent’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and (ii) provide the Company and the Company’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (c) Nothing in this Agreement shall limit the confidentiality provisions of the Confidentiality Agreement dated September 24, 2010 between the Company and Parent (the “Confidentiality Agreement”), which provisions shall remain in full force and effect in accordance with their terms. In addition, and without limiting the foregoing, Parent agrees that any business, marketing, technical, scientific or other information disclosed by the Acquired Companies or their Representatives in connection with the Merger, which, at the time of disclosure, is designated as confidential (or like designation) shall be used, disclosed or copied only for the purposes of, and only in accordance with, this Agreement and the consummation of the Merger. Parent shall use, at a minimum, the same degree of care as it uses to protect its own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of such confidential information of the Acquired Companies. (d) Promptly following the execution of this Agreement, the Company will make available any written Acquisition Proposal received by the Company during the period beginning January 1, 2010 and ending on the date of this Agreement.

Access and Investigation. During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Acquired Corporations Company to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' Company’s Representatives, personnel personnel, and assets and to all existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CorporationsCompany; and (b) promptly provide Parent and Parent's ’s Representatives with such all reasonably requested information regarding the business of the Company, including copies of the existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired CorporationsCompany, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoing, during Company and in such a manner as not to unreasonably interfere with the Pre-Closing Period, normal operation of the business of the Company. Nothing herein shall require the Company shall promptly provide to disclose any information to Parent with copies of: if such disclosure would, in its reasonable discretion and after notice to Parent) (i) all material operating and financial reports prepared by jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations for the Company's senior managementCompany has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; or (ii) contravene any written materials or communications sent by or on behalf applicable Legal Requirement; provided, however, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated July 24, 2012, as amended, between the Company to its stockholders; and Parent (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices“Confidentiality Agreement”); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from commencing on the date Agreement Date and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement through pursuant to Section 7.1 (such period being referred to herein as the Effective Time (the "Pre-Closing “Interim Period"”), the Company shall, and shall cause the respective Representatives of Company Subsidiaries to, upon reasonable advance notice to the Acquired Corporations toCompany from Parent: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' RepresentativesCompany’s and the Company Subsidiaries’ books, personnel records, Tax Returns, material operating and assets financial reports, work papers, assets, officers, offices and other facilities, Contracts and other documents and information relating to all existing the Company and the Company Subsidiaries and (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Acquired Corporations; Company and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and the Company Subsidiaries, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of appropriate personnel of the foregoingCompany, during and in such a manner not to interfere in any material respect with the Pre-Closing Period, normal operation of the business of the Company and the Company Subsidiaries or create risk of damage or destruction to any material assets or property. Any such access shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for be subject to the Company's senior management’s and the Company Subsidiaries’ security measures and insurance requirements, including to the extent such measures and requirements shall be disclosed to Parent or its applicable Representatives in advance of being granted such access. Information obtained by Merger Subsidiary or Parent pursuant to this Section 5.1 will constitute “Proprietary Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company or any Company Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company: (A) copies would result in a violation of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and applicable Law; or (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent would result in the ordinary course loss of business and consistent with past practices); (iv) any notice, report a legal protection afforded by the attorney-client privilege or other document filed with the attorney work product doctrine or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodysimilar privilege.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "“Pre-Closing Period"”), the Company shall, and shall use reasonable best efforts to cause the respective Representatives of the Acquired Corporations Companies to, upon reasonable prior notice and during normal business hours: (ai) provide Parent and Parent's its Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide Parent and Parent's its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably requestrequest (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Acquired Companies). During the Pre-Closing Period, the Company shall, and shall use reasonable best efforts to cause the Representatives of each of the Acquired Companies to, permit Parent’s officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to consummate the Contemplated Transactions. Without limiting the generality of any of the foregoing, but subject to applicable Legal Requirements, during the Pre-Closing Period, the Company shall reasonably promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (iia) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract Members (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation those filed with the SEC and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practicesavailable on ▇▇▇▇▇); (ivb) any written materials prepared for the Company’s New Products Committee; (c) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Companies in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (vd) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body. Notwithstanding the foregoing, the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Company Contract with a third party, in each case, that was in effect prior to the execution of this Agreement (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure or develop an alternative method of providing such information to Parent); (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege or develop an alternative method of providing such information to Parent); (iii) violate any Legal Requirement (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate such Legal Requirement or develop an alternative method of providing such information to Parent); or (iv) require access to competitively or commercially sensitive information or information relating to the Acquired Companies’ analysis or consideration of the Contemplated Transactions or the valuation of the Acquired Companies. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 4.1 to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement hereof through the Effective Time Closing of the Merger (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide to Parent with copies of: (i) all material operating a copy of each report, schedule, registration statement and financial reports prepared other document filed by the Acquired Corporations for Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company's senior management, including if it becomes aware of (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsany representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials failure by it to comply with or communications sent by or on behalf of the Company to its stockholders; (iii) satisfy in any material noticerespect any covenant, document condition or other communication sent agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or on behalf circumstance that could be reasonably expected to make the timely satisfaction of any of the Acquired Corporations conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to any party to any Acquired Corporation Contract or sent to any of have a Company Material Adverse Effect, and (D) the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf commencement of any of litigation or Proceeding against the Acquired Corporations in connection with the Merger Company, Parent or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.Acquisition Co.

Access and Investigation. During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company Company, the Acquired Corporations shall, and shall cause the respective Representatives of the such Acquired Corporations Corporation to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' Company’s Representatives, personnel personnel, Leased Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) promptly provide Parent and Parent's ’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoing, during Company and in such a manner as not to unreasonably interfere with the Pre-Closing Period, normal operation of the business of the applicable Acquired Corporation. Nothing herein shall require the Company shall promptly provide Parent with copies of: to disclose any information, that in the reasonable good faith judgement of the Company would (i) all material operating and financial reports prepared by jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations for Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or Contract entered into prior to the Company's senior managementdate of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, including so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty); or (Aiii) copies of unreasonably disrupt the unaudited monthly consolidated balance sheets operations of the Acquired Corporations Corporations; provided, further, that information described in the foregoing clause (i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared extent the Company determines doing so may be reasonably required for the Company's senior management; (ii) any written materials or communications sent by or on behalf purpose of complying with applicable Antitrust Laws. With respect to the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.information disclosed

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the termination of this Agreement (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Opnext Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the chief financial officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Corporations, internal controls of the Opnext Corporations to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Opnext Corporations or Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyContemplated Transactions.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre- Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the Chief Financial Officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Corporations, internal controls of the Company Entities to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company Entities or Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyContemplated Transactions.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the Effective earlier of the termination of this Agreement in accordance with Section 8 or the Acceptance Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shall, and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: (a) provide the Representatives of Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationssuch Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (b) provide the Representatives of Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Acquired CorporationsPre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Tetraphase Companies or Parent or Purchaser in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives ensure that each of the other Acquired Corporations toCompanies: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' RepresentativesCompanies’ personnel, personnel properties, facilities and assets and to all existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request; (iii) instruct the employees, counsel, accountants and other Representatives, in each case, as appropriate or relevant, of the Acquired Companies to reasonably cooperate with and make themselves reasonably available to Parent in good faith in connection with the foregoing; and (iv) maintain in operation the electronic data room(s) made available by the Company to Parent and its Representatives in connection with the Contemplated Transactions and continue to provide Parent and its Representatives with access through such electronic data room(s) to all information contained therein as of the date of this Agreement to the same extent provided prior to the date hereof, and (v) promptly notify Parent of the commencement of any material Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at the request of Parent to update Parent at a reasonable level of detail on the status of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Companies, or any material developments in ongoing material Legal Proceedings of the Acquired Companies, in the case of the foregoing clause (i), (A) upon reasonable advance notice, during normal business hours, in accordance with reasonable procedures established by Parent and the Company and in a manner that does not unreasonably interfere with the normal operation of the business of the Acquired Companies, including any reasonable procedures established by the Acquired Companies in response to the COVID-19 pandemic; (B) as Parent may reasonably request for purposes reasonably related to the Contemplated Transactions; (C) which shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be at Parent’s sole cost and expense. Without limiting the generality generality, in each case of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent Parent, upon request, with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (iix) any written materials or communications sent by or on behalf of the Company to its stockholders; ; and (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivy) any notice, report or other document filed with or sent to any Governmental Body Authority on behalf of any of the Acquired Corporations Companies in connection with the Merger or any of the other transactions contemplated by this Agreement; andContemplated Transactions. (vb) Notwithstanding anything in clause (a) of this Section 4.1, no Acquired Company shall be required to afford access or furnish information to the extent that affording such access or furnishing such information would (i) violate applicable Laws; (ii) violate any material noticeconfidentiality agreement or provision with any third party to which any Acquired Company is a party; (iii) jeopardize the attorney-client privilege, report work product doctrine or other document received legal privilege held by any Acquired Company; or (iv) in the Company’s reasonable judgment, after consultation with in-house or outside legal counsel, constitute inappropriate disclosure of competitively sensitive information, including any Government Contract or Government Bid (provided that, the Company shall use its reasonable best efforts to allow for such access or to furnish such information in a manner that does not violate any such confidentiality agreement or provisions, any applicable Laws or constitute disclosure of competitively sensitive information or does not jeopardize the attorney-client privilege, work product doctrine or other legal privilege). (c) Subject to the terms and conditions herein provided and subject to applicable Laws, the Company shall, and shall cause each of its respective Subsidiaries to, cooperate with Parent and take all reasonable actions requested by Parent to ensure an orderly transition and integration process in connection with the Merger and the other Contemplated Transactions in order to minimize the disruption to, and preserve the value of, the business of the Surviving Corporation and its Subsidiaries. (d) All non-public or otherwise confidential information regarding any Acquired Corporations from any Governmental BodyCompany obtained by Parent or its Representatives pursuant to this Section 4.1 shall be kept confidential in accordance with the Confidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement through the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the "“Pre-Closing Period"”), the Company Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. During the Pre-Closing Period, the Acquired Corporations shall, and shall cause the Representatives of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer of the Company and other officers of the Acquired Corporations responsible for the Acquired Corporations’ financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto following the Effective Time. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company Acquired Corporations shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) including, if otherwise prepared by the Acquired Corporations, copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' shareholders’ equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior managementflows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices)) sent by or on behalf of any of the Acquired Corporations to any party to any Company Contract that constitutes a Material Contract or sent to any of the Acquired Corporations by any party to any Company Contract that constitutes a Material Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Offer or the Mergers or any of the other transactions contemplated by this AgreementContemplated Transactions; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date Agreement Date until the earlier of the Effective Time and the termination of this Agreement through the Effective Time pursuant to Section 9.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company and its directors, employees and officers shall, and the Company shall cause the respective direct its other Representatives of the Acquired Corporations to: Company, (a) to provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' RepresentativesCompanies’ officers, personnel employees, other personnel, and assets and to all existing booksbooks and records (provided, recordshowever, Tax Returnsthat any such access shall be conducted at Parent’s sole expense, work papers at a reasonable time, under the supervision of appropriate personnel of the Company and other documents and information relating in such a manner as not to unreasonably interfere with the Acquired Corporations; normal operation of the business of the Company) and (b) provide to furnish to Parent such financial and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers operating data and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting , provided, that Parent and its Representatives shall use such access and information solely for the generality purpose of the foregoing, during consummation of the PreTransactions and post-Closing Periodintegration planning or otherwise for purposes of exercising Parent’s rights or remedies under this Agreement. The foregoing notwithstanding, nothing herein shall require the Company to disclose any information to the extent the disclosure of such information would jeopardize any attorney-client or other legal privilege or contravene any applicable Law (including Antitrust Law); provided, that the Company shall promptly provide reasonably cooperate with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with copies of: (i) all material operating and financial reports prepared by respect thereto or contravene such applicable Law. No investigation pursuant to this Section 6.1 shall affect, or be deemed to modify or waive, any representation or warranty in this Agreement of any party hereto or any condition to the Acquired Corporations for the Company's senior management, including (A) copies obligations of the unaudited monthly consolidated balance sheets of parties hereto or otherwise limit or affect the Acquired Corporations and remedies available to Parent or Purchaser pursuant to this Agreement. All requests for access pursuant to this Section 6.1 must be directed to the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf Chief Business Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to its stockholders; (iii) the contrary, Parent and Purchaser shall not, and shall cause their respective representatives not to, contact any material noticepartner, document licensor, licensee, customer or other communication sent by or on behalf of any supplier of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company in connection with the Offer, the Merger or any of the other transactions contemplated Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Purchaser acknowledge and agree that any such contact shall be arranged by this Agreement; and (v) any material notice, report or other document received by any and with a representative of the Acquired Corporations from any Governmental BodyCompany participating.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the Effective earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company the Company shall, and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: (a) provide the Representatives of Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the Acquired Corporationsoperation of any business conducted by the Company or any of its Subsidiaries; and (b) provide the Representatives of Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to of the Acquired CorporationsCompany and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), (x) the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Target Companies or Parent or Purchaser in connection with the Merger or any of the other transactions contemplated Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this AgreementAgreement (including any confidentiality agreement to which a Target Company is a party); and provided that the parties shall, to the extent reasonably practicable, disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspection of, or to disclose: (vi) any material noticeinformation concerning Acquisition Proposals, report or other document received which shall be governed by Section 4.4, (ii) any information regarding the deliberations of the Acquired Corporations from Company Board or the Special Committee with respect to the Contemplated Transactions or any Governmental Bodysimilar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the Company’s, the Company Board’s, or any Special Committee’s financial, accounting, or legal advisors with respect to the Contemplated Transactions or which is subject to an attorney/client or an attorney work product privilege. All information exchanged pursuant to this Section 4.1 shall be subject to the Confidentiality Agreement. No access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by the Company herein.

Access and Investigation. During the period from commencing on the date Agreement Date and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement through pursuant to Section 7.1 (such period being referred to herein as the Effective Time (the "Pre-Closing “Interim Period"”), the Company shall, and shall cause the respective Representatives of Company Subsidiaries to, upon reasonable advance notice to the Acquired Corporations toCompany from Parent: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' RepresentativesCompany’s and the Company Subsidiaries’ books, personnel records, Tax Returns, material operating and assets financial reports, work papers, assets, officers, offices and other facilities, Contracts and other documents and information relating to all existing the Company and the Company Subsidiaries and (ii) provide Parent and Parent’s Representatives with such copies of the books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Acquired Corporations; Company and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and the Company Subsidiaries, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of appropriate personnel of the foregoingCompany, during and in such a manner not to interfere in any material respect with the Pre-Closing Period, normal operation of the business of the Company and the Company Subsidiaries or create risk of damage or destruction to any material assets or property. Any such access shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for be subject to the Company's senior management’s and the Company Subsidiaries’ security measures and insurance requirements, including to the extent such measures and requirements shall be disclosed to Parent or its applicable Representatives in advance of being granted such access. Information obtained by Merger Sub or Parent pursuant to this Section 5.1 will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company or any Company Subsidiary to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company: (A) copies would result in a violation of the unaudited monthly consolidated balance sheets applicable Law or breach of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and any Contract; (B) copies would result in the disclosure of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; Trade Secrets or competitively sensitive information to third parties; (iiC) any written materials or communications sent by or on behalf of would expose the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of its Subsidiaries to risk of liability for disclosure of sensitive information or Personal Information; or (D) would result in the other transactions contemplated loss of a legal protection afforded by this Agreement; and (v) any material notice, report the attorney-client privilege or other document received by any of the Acquired Corporations from any Governmental Bodyattorney work product doctrine or similar privilege.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the a) The Company shall, and shall cause the respective Representatives of the Acquired Corporations Companies to: (ai) provide Parent and Parent's Representatives with reasonable access to the Acquired CorporationsCompanies' Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies and their financial condition, as Parent may reasonably request; (iii) provide to Parent all information concerning the Acquired Companies' business that Parent reasonably requests and (iv) permit Parent and its Representatives to contact customers, suppliers and employees of the businesses of the Acquired Companies. With respect to clause (iv), Parent and the Company shall adopt a protocol reasonably acceptable to both parties pursuant to which Parent and its Representatives will operate in contacting the Acquired Companies' customers, suppliers and employees. Without limiting the generality of the foregoing, during the Pre-Closing PeriodCompany shall furnish promptly to Parent a copy of each report, schedule, registration statement and other document to be filed by the Company with the SEC, and allow Parent and its counsel reasonable opportunity to review and comment on such report, schedule, EXECUTION VERSION registration statement or other document (including any exhibit or amendment thereto) prior to the filing thereof with the SEC. No investigation heretofore conducted or conducted pursuant to this Section 5.1(a) shall affect any representation or warranty made by the parties hereunder. (b) In addition, the Company shall promptly provide give prompt written notice to Parent, and Parent with copies of: shall give prompt written notice to the Company, if it becomes aware of (i) all any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; respect; (ii) the failure by it to comply with or satisfy in any written materials material respect any covenant, condition or communications sent agreement to be complied with or satisfied by or on behalf of the Company to its stockholders; it under this Agreement; (iii) any material notice, document the occurrence of an event or other communication sent by or on behalf circumstance that could be reasonably expected to make the timely satisfaction of any of the Acquired Corporations conditions set forth in Annex I or Section 7 impossible or unlikely or that has had or would reasonably be expected to any party to any Acquired Corporation Contract have a Material Adverse Effect or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf the commencement of any of litigation or Proceeding against or affecting this Agreement, the Acquired Corporations in connection with Offer or the Merger or any which if adversely determined could have a Material Adverse Effect; provided, however, that the delivery of notice pursuant to this Section 5.1(b) shall not affect the remedies available hereunder to the party receiving such notice or the representations or warranties of the other transactions contemplated by this Agreement; and (v) any material notice, report parties or other document received by any the conditions to the obligations of the Acquired Corporations from any Governmental Bodyparties.

Access and Investigation. During the period from (a) Between the date of this Agreement through and the Effective Time (the "Pre-Closing Period")Date, and upon reasonable notice, the Company shallwill, and shall the Seller will cause the respective Company, its Subsidiaries and its Representatives of the Acquired Corporations to: , (a) provide Parent afford Buyer and Parent's its Representatives with reasonable access (collectively, “Buyer Group”) full and free access, during regular business hours, to the Acquired Corporations' RepresentativesCompany’s and its Subsidiaries’ personnel, personnel properties (including subsurface testing), Contracts, Licenses, books and assets and to all existing books, records, Tax Returns, work papers records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Corporationsoperations of the Company and its Subsidiaries; and (b) provide Parent and Parent's Representatives furnish Buyer Group with such copies of the existing booksall such Contracts, recordsLicenses, Tax Returns, work papers books and records and other documents and information relating to the Acquired Corporations, and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Acquired Corporations, as Parent Buyer may reasonably request; (d) provide reasonable access to the Significant Suppliers and Significant Customers of the Company and its Subsidiaries in a manner as shall be mutually agreeable between Buyer and the Company; (e) make available (i) all Representatives of the Company and its Subsidiaries for discussion of the Company’s businesses, properties or personnel and (ii) all Company Employees for discussion of the post-Closing employment arrangements with Buyer as the Buyer may reasonably request; and (f) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Company and its Subsidiaries. No investigation pursuant to this Section 5.1 or otherwise shall affect any representations, warranties, covenants or agreements of the Company or the Seller set forth herein. (b) Without limiting the generality of Section 5.1(a), prior to the foregoing, during the Pre-Closing PeriodDate, the Company shall promptly provide Parent with copies of: deliver to Buyer within fifteen (i15) all material operating days after the last day of each calendar month, an unaudited balance sheet for the Company and financial reports its Subsidiaries as of the end of such month and the related statements of income and cash flow for the Company and its Subsidiaries for such monthly period, prepared by the Acquired Corporations for Company and certified by the Company's senior management, including ’s Chief Financial Officer (A) copies of the unaudited monthly consolidated balance sheets of “Pre-Closing Financial Statements”). The Pre-Closing Financial Statements shall be prepared in accordance with the Acquired Corporations books and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf records of the Company to and its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any Subsidiaries and fairly and accurately present the financial condition of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any Company and its Subsidiaries as of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation dates indicated and the other party to any such Acquired Corporation Contract and that is results of operations of the type sent Company and its Subsidiaries for the respective periods indicated, and shall be prepared in accordance with GAAP, except for the ordinary course absence of business complete footnote disclosure as required by GAAP, and consistent with past practices); (iv) subject to changes resulting from normal year-end audit adjustments, which adjustments shall not in any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyevent be material.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent Subject to any applicable Legal Requirement, Nicolet and Parent's its Representatives shall, at all times during normal business hours and with reasonable advance notice, have such reasonable access to the Acquired Corporations' Representativesfacilities, personnel operations, records and assets properties of the Company and each of its Subsidiaries in accordance with the provisions of this Section 5.1(a) as shall be necessary for the purpose of determining the Company’s continued compliance with the terms and conditions of this Agreement and preparing for the integration of Nicolet and the Company following the Effective Time. Nicolet and its Representatives may, during such period, make or cause to all existing booksbe made such reasonable investigation of the operations, records and properties of the Company and each of its Subsidiaries and of their respective financial and legal conditions as Nicolet shall deem necessary or advisable to familiarize itself with such records, Tax Returns, work papers properties and other documents matters; provided, however, that such access or investigation shall not interfere materially with the normal operations of the Company or any of its Subsidiaries. Upon request, the Company and each of its Subsidiaries will furnish Nicolet or its Representatives attorneys’ responses to auditors’ requests for information relating to regarding the Acquired Corporations; Company or such Subsidiary, as the case may be, and such financial and operating data and other information reasonably requested by Nicolet (provided, such disclosure would not result in the waiver by the Company or any of its Subsidiaries of any claim of attorney-client privilege). No investigation by Nicolet or any of its Representatives shall affect the representations and warranties made by the Company in this Agreement. (b) provide Parent and Parent's Representatives with such copies From the date hereof until the earlier of the existing books, records, Tax Returns, work papers and other documents and information relating to Closing Date or the Acquired Corporations, and termination of this Agreement in accordance with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Periodits terms, the Company shall promptly provide Parent with copies of: furnish to Nicolet: (i) all material operating a copy of each report, schedule, registration statement and financial reports prepared other document filed, furnished or received by it during such period pursuant to the Acquired Corporations for requirements of federal and state banking laws or federal or state securities laws that is not generally available on the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations SEC’s ▇▇▇▇▇ internet database; and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) a copy of each report filed by it or any written of its Subsidiaries with any Regulatory Authority; in each case other than portions of such documents relating to confidential supervisory or examination materials or communications sent by the disclosure of which would violate any applicable Legal Requirement. (c) The Company shall provide, and cause each of its Subsidiaries to provide, to Nicolet all information provided to the directors on all such boards or on behalf members of such committees in connection with all meetings of the board of directors and committees of the board of directors of the Company and its Subsidiaries or otherwise provided to the directors or members, and to provide any other financial reports or other analysis prepared for senior management of the Company or its stockholders;Subsidiaries; in each case other than portions of such documents relating to attorney-client privilege, confidential supervisory information or the disclosure of which would violate any applicable Legal Requirement. (d) All information obtained by Nicolet in accordance with this Section 5.1 shall be treated in confidence as provided in that certain confidentiality and non-disclosure agreement dated March 26, 2021, between Nicolet and the Company (the “Confidentiality Agreement”). (e) This Section 5.1 shall not require the disclosure of any information to Nicolet the disclosure of which, in the Company’s reasonable judgment: (i) would be prohibited by any applicable Legal Requirement, including the prohibitions on disclosure of confidential supervisory information (including confidential supervisory information as defined in 12 C.F.R. § 261.2); (ii) would result in the breach of any agreement with any third party in effect on the date of this Agreement; (iii) relate to pending or threatened litigation or investigations, if disclosure might affect the confidential nature of, or any material noticeprivilege relating to, document the matters being discussed; (iv) could result in the waiver by the Company or other communication sent by any of its Subsidiaries of any claim of attorney-client privilege; or on behalf of (v) relates to an Acquisition Proposal. If any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract restrictions in subsections (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); i) through (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection preceding sentence shall apply, the Company and Nicolet will make, to the extent legally permissible, appropriate alternative disclosure arrangements, including adopting additional specific procedures to protect the confidentiality of sensitive material and to ensure compliance with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyapplicable Legal Requirement.

Access and Investigation. During the period from the date Agreement Date until the earlier of the Offer Acceptance Time and any termination of this Agreement through the Effective Time pursuant to Section 9.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause the each of its Subsidiaries and shall cause (or, with respect to Representatives other than employees or officers of an Acquired Company, shall direct) each of its and their respective Representatives of the Acquired Corporations to: , (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' RepresentativesCompany’s officers, personnel employees, other personnel, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Company and (b) provide Parent and Parent's Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany, in each case, to the extent reasonably requested by Parent (provided, however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and (b) furnish to Parent such additional financial, financial and operating data and other data and information regarding the Acquired Corporations, as Parent may reasonably request, but in the case of clauses (a) and (b), solely to the extent that such access or furnishing of data or other information is permissible under applicable Law. Without limiting The foregoing notwithstanding, nothing herein shall require the generality Company to disclose any information to Parent if (i) any applicable Law or regulation requires the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; or (iii) access would result in the disclosure of any trade secrets of third Persons; provided, however, that the Company will notify Parent in reasonable detail of the foregoing, during circumstances giving rise to any non-disclosure pursuant to the Pre-Closing Period, foregoing and the Company shall promptly provide Parent with copies of: (i) all material operating such access or disclosure of such information to the maximum extent possible. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and financial reports prepared by disclosure may be limited to outside legal counsel for Parent, to the Acquired Corporations extent the Company determines doing so may be reasonably required for the Company's senior managementpurpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 6.1, including (A) copies Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality and Non-Disclosure Agreement, dated as of October 27, 2023, as amended as of the unaudited monthly consolidated balance sheets of date hereof, by and between the Acquired Corporations Company and QHP Capital, L.P. (the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write“Non-off reports, hiring reports and capital expenditure reports prepared Disclosure Agreement”). All requests for the Company's senior management; (ii) any written materials or communications sent by or on behalf information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company to its stockholders; (iii) any material notice, document or other communication sent person designated by the Company in writing. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇ and Merger Sub shall not, and shall cause their respective Representatives not to, contact any partner, licensor, licensee, customer or on behalf of any supplier of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company in connection with the Offer, the Merger or any of the other transactions contemplated Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Merger Sub acknowledge and agree that any such contact shall be arranged by and with a Representative of the Company participating. Nothing in this Agreement; and (v) Section 6.1 will be construed to require the Company or any material noticeof its Representatives to prepare any reports, report analyses, appraisals, opinions or other document received by any of the Acquired Corporations from any Governmental Bodysimilar information.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and and, subject to applicable Legal Requirements, to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be, subject to applicable Legal Requirements. During the Pre-Closing Period, the Company shall permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating the chief financial officer and other data officers of the Company responsible for the Company’s financial statements and information regarding the Acquired Corporations, internal controls of the Company to discuss such matters as Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Company to satisfy its post-Closing obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable Legal Requirements, the Company and Parent shall each promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company, Parent or Merger Sub in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyContemplated Transactions.

Access and Investigation. During Subject to the terms of the Confidentiality Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period from commencing on the date of this Agreement through and ending at the Effective Time earlier of the termination of this Agreement pursuant to its terms or the Closing Date (the "Pre-Closing Period"), the Company upon reasonable notice ONCE, ISI and DTI shall, and shall cause the respective such Party's Representatives of the Acquired Corporations to: (a) provide Parent the other Party and Parentsuch other Party's Representatives with reasonable access during normal business hours to the Acquired Corporations' such Party's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationssuch Party and its Subsidiaries; and (b) provide Parent the other Party and Parentsuch other Party's Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired Corporationssuch Party and its Subsidiaries, and with such additional financial, operating and other data and information regarding such Party and its Subsidiaries as the Acquired Corporations, as Parent other Party may reasonably request; and (c) permit the other Party's officers and other employees to meet, upon reasonable notice and during normal business hours, with the officers and managers of such Party responsible for such Party's financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary or appropriate in order to enable the other Party to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company each of ONCE, ISI and DTI shall promptly provide Parent the other Party with copies of: (i) the unaudited monthly consolidated balance sheets of such Party as of the end of each calendar month and the related profit and loss statements for such calendar month, which shall be delivered within twenty (20) days after the end of such calendar month; (ii) all material operating and financial reports prepared by the Acquired Corporations such Party for the Company's its senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-write off reports, hiring reports and capital expenditure reports prepared for the Company's its senior management; (iiiii) any written materials or communications sent by or on behalf of the Company a Party to its stockholders; (iiiiv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations a Party to any party to any Acquired Corporation material ONCE and ISI Contract or material DTI Contract, as applicable, or sent to any of the Acquired Corporations a Party by any party to any Acquired Corporation material ONCE and ISI Contract or material DTI Contract, as applicable (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation such Party and the other party to any such Acquired Corporation material ONCE and ISI Contract or material DTI Contract, as applicable, and that is of the type sent in the ordinary course Ordinary Course of business and consistent with past practicesBusiness); (ivv) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of any of the Acquired Corporations a Party in connection with the Merger Share Exchange or any of the Contemplated Transactions; (vi) any non-privileged notice, document or other transactions contemplated communication sent by this Agreementor on behalf of, or sent to, a Party relating to any pending or threatened Legal Proceeding involving or affecting such Party; and (vvii) any material notice, report or other document received by any of the Acquired Corporations a Party from any Governmental Body. Notwithstanding the foregoing, any Party may restrict the foregoing access to the extent that any Legal Requirement applicable to such Party requires such Party or its Subsidiaries to restrict or prohibit access to any such properties or information.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time earlier of the Closing Date or the termination of this Agreement pursuant to Section 8 hereof (the "Pre-Closing Period"), the Company and Holdings shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, Company's personnel and assets and to all existing books, records, Tax Returnstax returns, work papers and other documents and information relating to Holdings, the Acquired CorporationsCompany and its Subsidiaries; and (b) provide Parent and Parent's Representatives with such copies of the such existing books, records, Tax Returnstax returns, work papers and other documents and information relating to Holdings, the Acquired CorporationsCompany and its Subsidiaries, and with such additional financial, operating and other data and information regarding Holdings, the Acquired CorporationsCompany and its Subsidiaries, as Parent may reasonably request. Without limiting the generality of the foregoing, during . (b) During the Pre-Closing Period, Parent shall: (a) provide the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior managementRepresentatives with reasonable access to the Parent's personnel and assets and to all existing books, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations records, tax returns, work papers and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity other documents and statements of cash flows information relating to Parent; and (Bb) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports provide the Company and capital expenditure reports prepared for the Company's senior management;Representatives with copies of such existing books, records, tax returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. (iic) any written materials All information provided during the Pre-Closing Period by Parent or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of or the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations other's Representatives in connection with any investigation hereunder or pursuant to the Merger or any negotiation and execution of this Agreement and the consummation of the other transactions contemplated by hereby shall be subject to the provisions of the Non-Disclosure Agreement dated as of February 4, 2000 between Parent and Holdings (the "Mutual Non-Disclosure Agreement"), which shall remain in full force and effect. No information obtained in any investigation shall effect or be deemed to modify any representation or warranty contained in this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable confidentiality protections and consistent with Requirements of Law, the Company shall, Seller shall (and shall cause the respective Representatives of the Acquired Corporations Company and its Subsidiary to: ): (a) provide Parent the Purchaser and Parentthe Purchaser's Representatives representatives with reasonable access during normal business hours, upon reasonable notice to the Acquired Corporations' RepresentativesGeneral Counsel of the Seller (which, personnel unless contrary notice is provided to the Purchaser, shall be deemed to be the General Counsel of Parent), to the Company's and its Subsidiary's assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiary, whether held by the Company, its Subsidiary, the Seller or the Parent; and (b) provide Parent or make available to the Purchaser and Parentthe Purchaser's Representatives with representatives such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiary, and with such additional financialwhether held by the Company, operating and other data and information regarding its Subsidiary, the Acquired CorporationsSeller or the Parent, as Parent the Purchaser may reasonably request. In addition, during the Pre-Closing Period, subject to applicable confidentiality protections and consistent with Requirements of Law, the Seller shall (and shall cause the Company and its Subsidiary to) assist Purchaser in gaining a greater understanding of its operations to facilitate a transition to integrated management with the Purchaser's operations post Closing, including by providing (w) ongoing updates with respect to the Company's commodity positions from and after January 1, 2008 as a result of putting in place incremental retail and wholesale Contracts; (x) reasonable access to the Company's supply personnel, operational data and pricing models; (y) risk reports, prepared on a daily and monthly basis, showing the Company's net open position and daily profit and loss change; and (z) monthly financial statements prepared on a basis consistent with the Company's historical practices. Without limiting the generality of any of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable confidentiality protections and consistent with Requirements of Law, the Company Seller and the Purchaser shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is with copies of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Seller or the Purchaser, as applicable, in connection with the Merger transactions contemplated herein. The foregoing shall not require the Seller to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Seller, the Company or the Company's Subsidiary with respect to confidentiality if the Seller shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure; (ii) the waiver of any applicable attorney-client or work product privilege so long as the Seller has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise the Seller's, the Company's or the Company's Subsidiary's privilege with respect thereto; or (iii) the violation of any applicable Requirements of Law. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Purchaser shall limit or otherwise affect any of the other transactions contemplated by representations, warranties, covenants or obligations of the Seller contained in this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date Agreement Date until the earlier of the Effective Time and the termination of this Agreement through the Effective Time pursuant to Section 8.1 (the "“Pre-Closing Period"”), upon reasonable advance written notice to the Company, subject to the terms and limitations hereof, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) to provide Parent and Parent's ’s Representatives (including the Financing Sources or prospective Financing Sources and their respective Representatives) with reasonable access during normal business hours of the Company to the Acquired Corporations' Corporation’s Representatives, personnel personnel, properties, and assets and to all existing books, records, Contract, Tax Returns, Employee Benefit Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Corporations to the extent reasonably requested by Parent and Parent's its Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations(including, as and when reasonably requested by Parent may reasonably request. Without limiting the generality of the foregoingor its Representatives, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiia) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body Entity on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and Transactions, and (vb) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyEntity) for business purposes relating to the Transactions; provided, however, that any such access (a) shall be conducted at Parent’s expense, during normal business hours, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations, (b) shall be subject to the Company’s reasonable security measures and insurance requirements and (c) shall be subject to and limited to the extent the Company reasonably determines, in light of the COVID-19 pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Entity), that such access would jeopardize the health and safety of any employee of any Acquired Corporation and (d) shall not include environmental inspections. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (and after notice to Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Law or binding agreement entered into prior to the Agreement Date (including any confidentiality agreement to which the Company or its Affiliates is a party); provided, further, that (A) the Company shall use commercially reasonable efforts during the Pre-Closing Period to provide Parent with redacted versions of any documents withheld in accordance with the foregoing sub-clause “(ii)” and (B) information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the extent the Company reasonably determines in consultation with Parent that doing so is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Nondisclosure Agreement, dated July 15, 2020, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of (A) the Effective Time and (B) the termination of this Agreement pursuant to the terms of Section 8.1 (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a1) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b2) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholdersshareholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholdersshareholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Arrangement or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. (b) Parent and the Company agree that the Confidentiality Agreement shall apply to all documents and information provided to Parent pursuant to Section 4.1(a).

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the other Acquired Corporations Companies to: (a) , provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Companies’ Representatives, personnel personnel, properties, files, assets, customers, suppliers and assets vendors and to all existing books, records, Tax Returns, work papers records and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations Companies; provided, however, that any such access shall be conducted in such a manner as not to any party to any Acquired Corporation Contract or sent to any interfere unreasonably with the normal operation of the business of the Acquired Corporations Companies; provided, further, that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representations or warranties made by any party the Company in this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement, dated as of March 27, 2017, by and between Parent and the Company (as amended, the “Confidentiality Agreement”). Any access to any Acquired Corporation Contract (other than any communication that relates solely Leased Real Property shall be subject to routine commercial transactions between an Acquired Corporation the Company’s reasonable security measures and the other party to any such Acquired Corporation Contract and that is applicable requirements of the type sent in Real Property Leases and shall not include the ordinary course of business and consistent with past practices);right to perform any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. (ivb) Nothing in Section 5.1(a) shall require the Company to disclose, or provide any noticeaccess to, report or other document filed with or sent any information to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Parent or any of Parent’s Representatives if such access or disclosure would (i) result in the other transactions contemplated by this Agreement; and (v) waiver of any material notice, report attorney client or other document received by applicable privilege or (ii) contravene any applicable Legal Requirement. The Company and Parent shall each use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. (a) During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall promptly provide Parent with copies of: cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all material operating monthly and other interim financial reports prepared by statements as the Acquired Corporations for the Company's senior managementsame become available, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any written materials action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or communications sent by Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or on behalf vendor of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the other transactions contemplated by this Agreement; andAgreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company. (vb) Nothing in Section 5.1(a) shall require the Company to disclose any material noticeinformation to Parent (or to take any actions otherwise required to be taken by it under clause (ii) and clause (iii) of Section 5.1(a)) if such disclosure or action would, report in the Company’s reasonable discretion based on the advice of counsel, (i) jeopardize any attorney client or other document received by legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be jeopardized thereby) or (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement, including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the Company shall use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. During the period from the date Signing Date through the Closing Date or earlier termination of this Agreement through pursuant to the Effective Time provisions of Section 8.1 (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective its Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, including, without limitation, the Contracts listed on Part 2.9(d)(i) of the Disclosure Schedule; and (b) provide Parent and Parent's ’s Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting , including, without limitation, the generality Contracts listed on Part 2.9(d)(i) of the Disclosure Schedule. Notwithstanding the foregoing, during the Pre-Closing Period, the Company shall promptly provide not be required to permit any access, or to deliver or make available to Parent with copies of: (i) all material operating and financial reports prepared by any information, to the Acquired Corporations for extent that in the reasonable judgment of the Company's senior management, including such action would (Aa) copies of result in the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies disclosure of any sales forecaststrade secrets of third parties, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (iib) violate any written materials or communications sent by or on behalf contractual obligation of the Company with respect to its stockholders; confidentiality, (iiic) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine, or (d) violate any material noticeLegal Requirement; provided however, document to the extent the Company does not permit access or other communication sent deliver or make available any information on such basis, the Company shall inform Parent in writing of such decision and the general subject of such information to the extent permissible by Legal Requirements (including to protect the attorney-client privilege or on behalf the attorney work product doctrine) or the terms of any contractual obligations of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyCompany.

Access and Investigation. During the period from (a) From the date hereof until the earlier of (i) the termination of this Agreement through and (ii) the Effective Time (Closing, and upon reasonable advance notice from the "Pre-Closing Period")Purchaser and in such manner as will not unreasonably interfere with the conduct of the Business, the Company shallSeller will, and shall will cause each Acquired Company to, allow the respective Representatives of the Acquired Corporations to: Purchaser and its directors, officers, employees, agents, prospective financing sources, consultants and other advisors and representatives (a“Representatives”) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representativesduring normal business hours to, personnel and assets and to furnish them with all existing booksdocuments, records, Tax Returns, work papers and other documents information with respect to, the properties, assets, personnel, books, Contracts, Governmental Authorizations, reports and records relating to any Acquired Company as the Purchaser may reasonably request, subject to applicable Laws. In addition, from the date hereof until the earlier of (i) the termination of this Agreement and (ii) the Closing, the Seller will cause the Acquired Companies’ accountants to cooperate with the Purchaser and its representatives in making available the financial information of the Acquired Companies as reasonably requested. (b) From the Closing Date until the sixth (6th) anniversary of the Closing Date, Purchaser shall (i) retain the books and records of the Acquired Companies relating to the periods prior to the Closing in a manner reasonably consistent with the prior practices of the Acquired Corporations; Companies and (bii) provide Parent upon reasonable advance notice from the Seller and Parent's Representatives in such manner as will not unreasonably interfere with such copies the conduct of the existing booksBusiness, the Purchaser will, and will cause each Acquired Company to, allow the Seller and its Representatives reasonable access during normal business hours to, and furnish them with all documents, records, Tax Returns, work papers and other documents information with respect to, the properties, assets, personnel, books, Contracts, Governmental Authorizations, reports and information records relating to any Acquired Company as the Seller may reasonably request in order to prepare financial statements and/or conduct an audit of the financial statements of Seller and its Affiliates, subject to applicable Laws. In addition, from the Closing Date until the sixth (6th) anniversary of the Closing Date, Purchaser will cause the Acquired Corporations, Companies’ personnel and accountants to reasonably cooperate with such additional financial, operating the Seller and other data and its Representatives in making available the financial information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations Companies as reasonably requested by the Seller and its Representatives in order for Seller to conduct an audit of the related unaudited monthly consolidated financial statements of operations, statements of stockholders' equity Seller and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyAffiliates.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the Effective earlier of the Acceptance Time and the valid termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall the Company shall, at reasonable times and upon reasonable notice, cause the respective Representatives of the Acquired Corporations Company to: (a) provide Parent and Parent's ’s Representatives with reasonable access access, during normal business hours, to the Acquired Corporations' Company’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Company as Parent may reasonably requestrequest (in each case subject to such non-disclosure as may be necessary to avoid waiver of legal privileges, violation of applicable Legal Requirements or breach of any non-disclosure or confidentiality agreement) and subject to the Current Confidentiality Agreement. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated any balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationssheets, statements of stockholders' equity operations and statements of cash flows and (B) copies of any sales forecastsprepared by the Company, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared including for the Company's senior management; Company Board; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company in connection with the Merger Offer, the Share Allocation or any of the other transactions contemplated by this AgreementContemplated Transactions; and (viii) any material notice, report or other document received by any of the Acquired Corporations Company from any Governmental Body; and (iv) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, the Company relating to any pending or threatened Legal Proceeding involving or affecting the Company, including the Specified Proceedings. Subject to applicable Legal Requirements, during the Pre-Closing Period, Parent shall promptly provide the Company with a copy of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the Offer, the Share Allocation or any of the other Contemplated Transactions.

Access and Investigation. During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the "“Pre-Closing Period"”), on reasonable advance notice to the Company, the Company shall, and shall cause the Company Subsidiary and the respective Representatives of the Acquired Corporations Company and the Company Subsidiary to: , provide Parent, Purchaser and their respective Representatives with (a) provide Parent and Parent's Representatives with reasonable access during normal business hours of the Company and the Company Subsidiary to the Acquired Corporations' RepresentativesCompany’s and the Company Subsidiary’s assets, personnel and assets designated Representatives (which shall include auditors of Company and the Company Subsidiary) and to all existing books, records, Tax Returns, work papers and other documents and information (including Tax Returns) relating to the Acquired Corporations; Company and the Company Subsidiary in the possession of the Company and the Company Subsidiary, and (b) provide Parent and Parent's Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating information, in each case of the foregoing clauses (a) and (b), to the Acquired Corporationsextent reasonably requested by Parent for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access (i) shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and the Company Subsidiary and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and the Company Subsidiary or create a material risk of damage or destruction to any assets or property, and with such additional financial, operating (ii) shall be subject to the Company’s and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company Subsidiary’s reasonable security measures and insurance requirements. Nothing herein shall promptly require the Company or the Company Subsidiary to provide Parent or Parent’s Representatives with access to, or to disclose to Parent or Parent’s Representatives or provide Parent or Parent’s Representatives with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including any books, records, documents or information if (A) copies of such access, disclosure or provision would, in the unaudited monthly consolidated balance sheets of Company’s reasonable discretion (I) be detrimental to the Acquired Corporations Company’s or the Company Subsidiary’s business or operations, (II) jeopardize any attorney-client or other legal privilege (so long as the Company and the related unaudited monthly consolidated statements Company Subsidiary have reasonably cooperated with Parent to permit such access to or disclosure of operationssuch information on a basis that does not waive such privilege with respect thereto), statements or (III) contravene any Legal Requirement or fiduciary duty or any Contract entered into prior to the date of stockholders' equity and statements of cash flows and this Agreement, (B) copies such books, records, documents or information is reasonably pertinent to Legal Proceedings in which the Company or any of its Affiliates, on the one hand, and Parent, Purchaser or any sales forecastsof their respective Affiliates, marketing planson the other hand, development plansare adverse parties, discount reports, write-off reports, hiring reports or (C) subject to and capital expenditure reports prepared for without limiting the Company's senior management; (ii) any written materials or communications sent by or on behalf obligations of the Company pursuant to its stockholders; Section 5.3 and Section 6.1, such books, records, documents or information relate to (iiiI) the negotiation or execution of this Agreement, or the actions or discussions of the Board of Directors (or any committee thereof) with respect thereto, or (II) any material noticeAcquisition Proposal (whether made or received before or after the execution of this Agreement) or Company Adverse Recommendation Change, document or other communication sent by the actions or on behalf of any discussions of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any Board of the Acquired Corporations by any party to any Acquired Corporation Contract Directors (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of committee thereof) with respect thereto. No investigation by P▇▇▇▇▇, Purchaser or their Representatives shall affect the other transactions contemplated by Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement; and . With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall cause its Subsidiaries and direct its and their respective Representatives to comply with, all of Parent’s obligations under that certain Non-Disclosure Agreement, dated October 29, 2024, between the Company and Parent (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body“Confidentiality Agreement”).

Access and Investigation. During Subject to the confidentiality provisions of the Nondisclosure Agreement, during the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time and the valid termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and the Company shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably request. Subject to the confidentiality provisions of the Nondisclosure Agreement, during the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall shall, subject to the confidentiality provisions of the Nondisclosure Agreement, promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' ’ equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; flows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ) sent by or on behalf of any of the Acquired Corporations to any party to any Company Contract or sent to any of the Acquired Corporations by any party to any Company Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period from the date of this Agreement through until the Effective Time (Time, upon reasonable advance notice to the "Pre-Closing Period")Company, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s and its Subsidiaries’ Representatives with such copies of the existing books, contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoingCompany and in such a manner as to not to interfere with the normal operation of the business of the Company; provided, during further that no investigation pursuant to this Section 5.1 shall effect or be deemed to modify any representation or warranty made by the Pre-Closing PeriodCompany in this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall cause the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement dated August 11, 2011, as amended, between the Company and Parent (the “Confidentiality Agreement”). (b) Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (i) jeopardize any attorney client or other legal privilege (provided, that the Company will nonetheless provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses) or (ii) contravene Antitrust Laws or any other applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement, including any confidentiality agreement to which the Company or its Affiliates is a party (provided, that the Company shall promptly provide use its commercially reasonable efforts to obtain the consent of any such agreement’s counterparty to such inspection or disclosure). The Company and Parent with copies of: (i) all material operating and financial reports prepared by will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the Acquired Corporations for the Company's senior management, including (A) copies restrictions of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodypreceding sentence apply.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time and the valid termination of this Agreement (the "Pre-Closing Period"), the Company shall, and the Company shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably request; provided, however, that Parent and Parent's Representatives shall provide reasonable advance notice of such requested access and requested documents and shall not materially disrupt the business operations of any of the Acquired Corporations. During the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; flows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (iii) any material written notice, document or other communication (or any material oral notice or other communication sent or received by or on behalf any employee of any of the Acquired Corporations to any party to any Acquired Corporation Contract at the level of first line manager or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract above) (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ) sent by or on behalf of any of the Acquired Corporations to any party to any Significant Contract or sent to any of the Acquired Corporations by any party to any Significant Contract; (iv) any notice, report or other document filed with or sent to any 37 Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. During the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, provide any documents or information to Parent, and take any other actions, as Parent may reasonably request in order for Parent to elect to treat the Merger as a "qualified stock purchase" within the meaning of Section 338 of the Code in the event that Parent determines that it might desire to do so.

Access and Investigation. During (a) From the period date of this Agreement until the Closing Date, ▇▇▇▇▇▇ and its Subsidiaries will give the Acquired Companies, their counsel, financial advisors, auditors and other authorized representatives full access to their offices, properties, books and records and shall furnish to the Acquiring Companies such financial and operating data and other information in Sellers’ possession which relates to ▇▇▇▇▇▇, the Subsidiaries or the Business as such parties may reasonably request. ▇▇▇▇▇▇ shall instruct the employees and counsel of ▇▇▇▇▇▇ and its Subsidiaries to cooperate with the Acquiring Companies in its investigation of ▇▇▇▇▇▇ and the Business. All such access and information obtained by the Acquiring Companies and their authorized representatives shall be subject to the terms and conditions of the Confidentiality Agreement dated as of June 30, 2004 between the Acquiring Companies and ▇▇▇▇▇▇. (b) ▇▇▇▇▇▇ hereby grants to the Acquiring Companies a license from the date of this Agreement through until the Effective Time Closing Date to enter and inspect the Real Property. In order to complete their investigation pursuant to this section, the Acquiring Companies or their designated consultant shall have the right but not the obligation: (i) to conduct tests of the "Presoil, surface or subsurface waters, and air quality at, in, on, beneath or about the Real Property in a manner consistent with good engineering practice; (ii) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or documents related to Hazardous Substances, compliance with Environmental Laws or any Environmental Condition; and (iii) to inspect all buildings and equipment at the Real Property for asbestos-Closing Period"containing materials or other Hazardous Substances. The Acquiring Companies agree to conduct such investigations in a manner that minimizes the disruption to the business activities of ▇▇▇▇▇▇ and the Subsidiaries, and ▇▇▇▇▇▇ agrees to permit the Acquiring Companies reasonable access to all portions of the Real Property, both during business hours and after business hours. All invasive tests or inspections shall be conducted pursuant to a plan approved in advance by ▇▇▇▇▇▇, such approval not to be unreasonably withheld or delayed. (c) In the event the result of the investigations reveal potential environmental concerns or any Environmental Condition (in the reasonable discretion of the Acquiring Companies), the Company shallAcquiring Companies shall be permitted to extend the Closing Date until no later than December 31, 2004 to conduct such further environmental investigations and shall cause testing as are reasonably necessary to determine the respective Representatives scope and nature of the Acquired Corporations to: (a) provide Parent environmental concern or Environmental Condition. If the additional investigations and Parent's Representatives with reasonable access testing proves unsatisfactory to the Acquired Corporations' RepresentativesAcquiring Companies, personnel and assets and in their sole discretion, the Acquiring Companies may terminate this Agreement upon written notice to all existing books, records, Tax Returns, work papers and other documents and information relating Sellers prior to the Acquired Corporations; Closing Date and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company no Party shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of have any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials further liability or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations obligation to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyhereunder.

Access and Investigation. During Subject to the Confidentiality Agreement and Gaming Laws, during the period from commencing on the date of this Agreement through and ending at the Effective Time of Merger I (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request; and (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) the unaudited monthly consolidated balance sheets of the Acquired Corporations as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows for such calendar month, which shall be delivered by the Company to Parent within fifteen days after the end of such calendar month; (ii) all material operating and financial reports prepared by the Acquired Corporations for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's ’s senior management; (iiiii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiiiv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Material Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivv) any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Transaction or any of the other transactions contemplated Contemplated Transactions; (vi) any non-privileged notice, document or other communication sent by this Agreementor on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations; and (vvii) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Pre- Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the earlier termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours, on reasonable prior notice, to the Acquired Corporations' Representatives, Company’s personnel and assets (tangible and intangible, including Intellectual Property) and to all existing books, records, financial statements, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and each of its Subsidiaries; and (b) provide or make available to Parent and Parent's Representatives with ’s Representatives, at Parent’s expense, such copies of the existing books, records, financial statements, Tax Returns, work papers and other documents and information relating to the Acquired Corporationsbusiness, results of operations, properties (tangible and with such additional financialintangible, operating including Intellectual Property) and other data and information regarding personnel of the Acquired Corporations, Company or any of its Subsidiaries as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, the Company and Parent shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is with copies of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other transactions contemplated Contemplated Transactions. The foregoing shall not require the Company to permit any inspection, or to disclose any information, to the extent that in the reasonable judgment of the Company could reasonably be expected to result in (i) the violation of any written obligations of the Company or any of its Subsidiaries to an unaffiliated third party with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege or (iii) the violation of any applicable Legal Requirement. Subject to compliance with applicable Legal Requirements, during the Pre-Closing Period, the Company shall use commercially reasonable efforts to notify Parent of, and confer from time to time as reasonably requested by this Agreement; and (v) Parent with one or more Representatives of Parent to discuss, any material notice, report changes or other document received by any developments in the operational matters of the Acquired Corporations from Company and each Subsidiary of the Company and the general status of the ongoing operations of the Company and each Subsidiary of the Company. No information or knowledge obtained in any Governmental Bodyinvestigation pursuant to this Section 4.1 or otherwise shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties hereto to consummate the Merger.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) : all material operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) ; any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) ; any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) ; any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) and any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement hereof through the Effective Time Closing of the Merger (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired CorporationsCompanies' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies and their financial condition, as Parent may reasonably request; and (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly provide to Parent with copies of: (i) all material operating a copy of each report, schedule, registration statement and financial reports prepared other document filed by the Acquired Corporations for Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to Parent, and the Parent shall during the Pre-Closing Period give prompt written notice to the Company's senior management, including if it becomes aware of (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsany representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials failure by it to comply with or communications sent by or on behalf of the Company to its stockholders; (iii) satisfy in any material noticerespect any covenant, document condition or other communication sent agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of an event or on behalf circumstance that could be reasonably expected to make the timely satisfaction of any of the Acquired Corporations conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to any party to any Acquired Corporation Contract or sent to any of have a Company Material Adverse Effect, and (D) the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf commencement of any of litigation or Proceeding against the Acquired Corporations Company, Parent or Acquisition Co. Nothing in connection this Section 5.1 shall require the Company to provide Parent or Acquisition Co. with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyinformation relating to an Alternative Transaction Proposal.

Access and Investigation. During the period from the date of this Agreement through and continuing until the earlier of the termination of this Agreement pursuant to Section 8 or the Effective Time (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective its Representatives and each of the Acquired Corporations Companies and their respective Representatives to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's ’s Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of Notwithstanding the foregoing, during any access to the Leased Real Property shall be subject to the Company’s reasonable security measures and insurance requirements and the requirements of the applicable lease or sublease and shall not include the right to perform any “invasive” testing, including any Phase II environmental assessment. During the Pre-Closing Period, upon the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed) Parent may make inquiries of Persons having business relationships with the Acquired Companies (including suppliers, licensors and customers) and the Company shall promptly provide cause each Acquired Company to use commercially reasonable efforts to help facilitate (and shall cooperate fully with Parent with copies of: in connection with) such inquiries. In addition to the foregoing, the Company shall deliver to Parent: (i) all material operating and financial reports prepared by as soon as practicable after the Acquired Corporations for the Company's senior management, including (A) copies end of each quarterly accounting period of the Company following the date of this Agreement, and in any event within 30 days after the end of each such quarterly period, unaudited monthly consolidated balance sheets financial statements of the Acquired Corporations and the related unaudited monthly consolidated statements Companies (consisting of a balance sheet, statement of operations, statements statement of changes in redeemable convertible preferred stock and stockholders' ’ equity and statements statement of cash flows flows) as of the end of each such quarterly period; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf as soon as practicable after the end of each monthly accounting period (that is not also the end of a quarterly accounting period of the Company to its stockholders; (iii) Company), and in any material noticeevent within 30 days after the end of each such calendar month, document or other communication sent by or on behalf of any unaudited consolidated financial statements of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any Companies (consisting of a balance sheet, statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ equity and statement of cash flows) as of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any end of each such Acquired Corporation Contract and that is of the type sent monthly accounting period, in the ordinary course of business and each case prepared in accordance with GAAP applied on a basis consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body the basis on behalf of any of which the Acquired Corporations Financial Statements were prepared and in connection accordance with the Merger or any Company’s historic past practice (the financial statements referred to in clauses “(i)” and “(ii)” of this sentence being referred to as the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body“Pre-Closing Financial Statements”).

Access and Investigation. (a) During regular business hours in the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (bii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for the Company's senior management, including (A1) copies of the unaudited monthly consolidated balance sheets income statements of the Acquired Corporations Company and its consolidated Subsidiaries and the related unaudited monthly quarterly consolidated statements of operationsbalance sheets, statements of stockholdersshareholders' equity and statements of cash flows and (B2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; ; (iiB) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (iiiC) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party with respect to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party with respect to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation the Company and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (ivD) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (vE) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide the Company with copies of: (A) any written materials or communications sent by or on behalf of Parent to its stockholders; and (B) any notice, report or other document filed by Parent with or sent by Parent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time and the valid termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall the Company shall, at reasonable times and upon reasonable notice, cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access access, during normal business hours, to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably requestrequest (in each case subject to such non-disclosure as may be necessary to avoid waiver of legal privileges). During the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: : (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and and, if prepared, statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; flows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (viii) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body; and (iv) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, any of the Acquired Corporations relating to any pending or threatened Legal Proceeding involving or affecting any of the Acquired Corporations, including the Specified Proceedings. Subject to applicable Legal Requirements, during the Pre-Closing Period, Parent shall promptly provide the Company with a copy of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions, other than: (A) any documents that are required to be filed under Section 4(c) of the HSR Act or any similar Legal Requirement; and (B) any such notice, report or other document that Parent determines in good faith contains highly sensitive and confidential information and with respect to which Parent has so notified the Company. As soon as practicable following the date of this Agreement, the Company shall make available for review by Parent and Parent’s Representatives in a data room at the offices of Fenwick & West LLP, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ View (or at the offices of the Company’s Israeli counsel with respect to Israeli Tax Returns), all Tax Returns identified in Part 2.15(i) of the Company Disclosure Schedule, and shall cause such Tax Returns to remain available for review by Parent and Parent’s Representatives during the Pre-Closing Period.

Access and Investigation. During the period from the date of this Agreement through 6.1.1 Between the Effective Time Date and the Closing Date, the Seller shall subject to any applicable Law and the terms of any Contract, afford the Purchaser and its directors, employees, agents, prospective financing sources, third party consultants and other advisors and representatives, access, during regular business hours and upon reasonable agreed-upon times, to Seller’s personnel, the Transferred Facilities and any properties related to any Business, the Contracts, the Inventory, books and records and all other information and materials pertaining to the Business (including permitting the Purchaser and its consultants (i) to conduct tests of surface and subsurface conditions, including tests and analyses of soil, surface water and groundwater and the installation of soil borings and temporary monitoring ▇▇▇▇▇, at the Aurangabad Facility (the "Pre-Closing Period"“Phase II Investigation”) and (ii) with access to data and files of the Seller and its Affiliates (to the extent related to the Business or the Transferred Assets of the Business) for purposes of performing additional regulatory and quality diligence related to the integrity of such data and files), provided, however, that such access shall not unreasonably interfere with the Company Seller’s business and operations, shall be subject to the requirements of all applicable Competition-Investment Laws, and shall, at all times, be subject to any other applicable legal requirements imposed by applicable Law. 6.1.2 Other than for matters related to Competition-Investment Laws which are provided for in Clause 6.3.3, until the Closing, the Seller shall allow the Purchaser and shall cause its directors, [***] Indicates that text has been omitted which is the respective Representatives subject of a confidential treatment request. This text has been separately filed with the Acquired Corporations SEC. officers, employees, agents, prospective financing sources, third party consultants and other advisors and representatives, to the extent permitted by Law, to: (a) provide Parent attend with the Seller any meeting between the Seller and Parent's Representatives with reasonable access to any Governmental Authority on a matter regarding the Acquired Corporations' RepresentativesBusiness, personnel the Transferred Assets of the Business or the transactions contemplated by this Agreement and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsAncillary Agreements; and (b) provide Parent and Parent's Representatives consult with the Seller with respect to any matters discussed at any such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations meeting; and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and Seller shall provide the Purchaser with at least 3 (Bthree) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party Business Days notice prior to any such Acquired Corporation Contract meeting. All requests and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations inquiries from any Governmental BodyAuthority prior to the Closing shall be dealt with by the Seller and the Purchaser in consultation with each other and the Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Governmental Authority upon being requested to do so by the other.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier of the Effective Time or the valid termination of this Agreement in accordance with Section 9 (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of each of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets of the Acquired Corporations and to all existing books, records, Tax Returns, work papers papers, Acquired Corporation Contracts and other documents and information relating to the Acquired Corporations; and (bii) provide Parent and Parent's ’s Representatives with such copies of the such existing books, records, Tax Returns, work papers papers, Acquired Corporation Contracts and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. . (b) Without limiting the generality of Section 5.1(a): (i) within 15 days after the foregoing, end of each calendar month during the Pre-Closing Period, the Company shall promptly provide deliver to Parent with copies of: (iA) all material operating a consolidated balance sheet of the Company and financial reports prepared by its consolidated Subsidiaries as of the last day of such calendar month, and (B) a statement of income for such calendar month; and (ii) during the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet with the controller and other officers of the Acquired Corporations responsible for the Company's senior management’s financial statements, including (A) copies of the unaudited monthly consolidated balance sheets internal controls of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity disclosure controls and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any procedures of the Acquired Corporations to discuss such matters as Parent may reasonably deem necessary or appropriate for Parent to satisfy its obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations relating thereto. (c) Notwithstanding anything in this Section 5.1 to the contrary: (i) the activities referred to in this Section 5.1 shall be conducted in such a manner so as not to interfere unreasonably with the operation of the businesses of the Acquired Corporations; and (ii) the Company may limit the access described in this Section 5.1 to the extent such access would reasonably be expected to, in the opinion of the Company’s outside counsel, materially violate any party to applicable Legal Requirement or result in a material violation of any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Bodyconstitutes a Material Contract.

Access and Investigation. During the period from the date of this Agreement through the Effective Time Closing Date or earlier termination of this Agreement pursuant to the provisions of Section 8.1 (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: Companies to (a) provide Parent and Parent's Representatives with reasonable access to the Acquired CorporationsCompanies' Representatives, personnel and assets and to all existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's Representatives with such copies of the such existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for the Company's senior management, including (A1) copies of the unaudited monthly consolidated balance sheets income statements of the Acquired Corporations Company and its consolidated Subsidiaries and the related unaudited monthly quarterly consolidated statements of operationsbalance sheets, statements of stockholdersshareholders' equity and statements of cash flows and (B2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; ; (iiB) any written materials or communications sent by or on behalf of the Company to its stockholders; shareholders; (iiiC) any material notice, document legal notice or other communication exercise of legal rights sent by or on behalf of any of the Acquired Corporations Companies to any party with respect to any Acquired Corporation Material Contract or sent to any of the Acquired Corporations Companies by any party with respect to any Acquired Corporation Material Contract (other than any communication that relates solely to routine commercial transactions between an the Acquired Corporation Companies and the other party to any such Acquired Corporation Material Contract and that is of the type sent in the ordinary course of business and consistent with past practicesbusiness); ; (ivD) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (vE) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and assets assets, supervised conversations with customers and suppliers and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) promptly provide Parent and Parent's ’s Representatives with such all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the generality supervision of appropriate personnel of the foregoingCompany and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company. Nothing herein shall require the Company to disclose any information to Parent if such disclosure would, during in its reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Pre-Closing PeriodCompany has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), provided that the Company shall promptly provide use commercially reasonable efforts to obtain any Consents of third parties that are necessary to allow such information to be disclosed to Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations its Representatives and shall otherwise use commercially reasonable efforts to allow for the Company's senior management, including (A) copies such access or disclosure in a manner that does not result in a breach of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; this clause (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf result in the disclosure of any trade secrets of third parties; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent to the Acquired Corporations extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any party the information disclosed pursuant to any Acquired Corporation Contract or sent this Section 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to any comply with, all of its obligations under the Acquired Corporations by any party to any Acquired Corporation Contract Confidentiality Agreement dated August 10, 2014, between the Company and Vista Equity Partners III, LLC (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices“Confidentiality Agreement”); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During Subject to the terms of the Confidentiality Agreement, which the Company and CGI agree will continue in full force following the date of this Agreement, during the period from commencing on the date of this Agreement through and ending at the earlier of the termination of this Agreement pursuant to Article IX and the Effective Time (the "“Pre-Closing Period"”), the Company upon reasonable notice each Party shall, and shall use commercially reasonable efforts to cause the respective such Party’s Representatives of the Acquired Corporations to: (a) provide Parent the other Parties and Parent's such other Parties’ Representatives with reasonable access during normal business hours to the Acquired Corporations' such Party’s Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporationssuch Party; and (b) provide Parent the other Parties and Parent's such other Parties’ Representatives with such copies of the existing books, records, Tax Returns, work papers papers, product data, and other documents and information relating to the Acquired Corporationssuch Party, and with such additional financial, operating and other data and information regarding such Party as the Acquired Corporations, as Parent other Parties may reasonably request; and (c) permit the other Parties’ officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of such Party responsible for such Party’s financial statements and the internal controls of such Party to discuss such matters as the other Party may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and CGI shall promptly provide Parent with make available to the other Party copies of: (i) the unaudited monthly balance sheets of such Party as of the end of each calendar month and the related unaudited monthly statements of operations and statements of cash flows for such calendar month, which shall be delivered within 20 days after the end of such calendar month, or such longer periods as the Parties may agree to in writing; (ii) all material operating and financial reports prepared by the Acquired Corporations such Party for the Company's its senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior its management; (iiiii) any written materials or communications sent by or on behalf of the Company such Party to its stockholders; (iiiiv) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations such Party to any party to any Acquired Corporation CGI Material Contract or Company Material Contract, as applicable, or sent to any of the Acquired Corporations such Party by any party to any Acquired Corporation CGI Material Contract or Company Material Contract, as applicable (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation such Party and the other party to any such Acquired Corporation CGI Material Contract or Company Material Contract, as applicable, and that is of the type sent in the ordinary course Ordinary Course of business and consistent with past practicesBusiness); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by filed with or otherwise furnished, submitted or sent to any Governmental Body on behalf of such Party in connection with the Merger or any of the Acquired Corporations Contemplated Transactions; (vi) any material non-privileged notice, document or other communication sent by or on behalf of, or sent to, such Party relating to any pending or threatened Legal Proceeding involving or affecting such Party; (vii) with respect to the Company, the documents and other items listed in Section 2.13(e); and (viii) any material notice, report or other document received by a Party from any Governmental Body. Notwithstanding the foregoing, any Party may restrict the foregoing access to the extent that any Legal Requirement applicable to such Party requires such Party to restrict or prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by such disclosure or access. Any investigation conducted by a Party pursuant to this Section 4.1 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other Party.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives ensure that each of the other Acquired Corporations toCompanies and its and their respective Representatives: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel management, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies upon reasonable advance notice during normal business hours of the Company and in such a manner as to not unreasonably interfere with the normal operation of the business of the Company; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent Parent, upon request, with copies of: : (iA) all material operating and financial reports prepared by the Acquired Corporations Companies for the Company's ’s senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and ; (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; ; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivC) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Companies in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (vD) any material notice, report or other document received by any of the Acquired Corporations Companies from any Governmental Body. Notwithstanding the foregoing: (1) nothing in this Section 4.1 shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives if such disclosure would: (x) violate any applicable Legal Requirement; (y) jeopardize the attorney-client privilege or similar legal privilege applicable to such information; or (z) violate any confidentiality agreement with a third party to which any Acquired Company is a party as of the date of this Agreement; and (2) if any Acquired Company does not provide or cause its Representatives to provide such access or such information in reliance on clause “(1)” above, the Company shall: (aa) promptly (and in any event within two Business Days) provide a written notice to Parent stating that it is withholding such access or such information and stating the justification therefor; and (bb) use commercially reasonable efforts to provide the applicable information in a way that would not violate such Legal Requirement or confidentiality agreement or jeopardize such privilege. (b) The Confidentiality Agreement (other than Sections 6 and 7 thereof) shall remain in full force and effect in accordance with its terms until the Effective Time, at which time the Confidentiality Agreement shall automatically terminate without further action. Sections 6 and 7 of the Confidentiality Agreement shall terminate upon the execution and delivery of this Agreement.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the termination of this Agreement or the Effective Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date of this Agreement, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel its Representatives and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired CorporationsCompany, as the case may be. During the Pre-Closing Period, the Company and Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with such additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the Acquired Corporationsinternal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate in order to enable Parent to comply following the Closing with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto and Canadian Securities Laws. Without Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and Parent shall promptly provide Parent the other with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Owl Corporations or the Tiger Corporations, respectively, in connection with the Merger or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require the Company or the Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement; and (v) any material notice, report provided that the parties shall cooperate to disclose such information to the extent possible without jeopardizing such privilege or other document received by any of contravening such Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be subject to the Acquired Corporations from any Governmental BodyConfidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (iI) all material operating and financial reports prepared by the Acquired Corporations Company and its Subsidiaries for the Company's senior management, including (A) copies of the unaudited monthly quarterly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly quarterly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company's senior management; (iiII) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiiIII) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an any Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivIV) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (vV) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. During the period from the date of this Agreement through the Effective Time date on which designees of Parent constitute both (i) a majority of the members of the Board of Directors of the Company and (ii) all of the executive officers of the Company (the "Pre-Closing Period"), upon reasonable notice, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Unless otherwise required by any Legal Requirement, during the Pre-Closing Period, Parent will disclose any such information which is non-public only in accordance with the provisions of the Confidentiality Agreement between the Company and Parent, dated June 7, 2002, and will otherwise treat any such information during the Pre-Closing Period only in accordance with the provisions of such Confidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall promptly provide Parent with copies of: (ia) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (Ai) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (Bii) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (iib) any written materials or communications sent by or on behalf of the Company to its stockholders; (iiic) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (ivd) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (ve) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period from the date of this Agreement through until the Effective Time (Time, upon reasonable advance notice to the "Pre-Closing Period")Company, the Company shall, and shall cause the respective Representatives of the other Acquired Corporations to: (a) to provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, records, Tax Returns, work papers records and other documents and information relating to the Acquired Corporations; provided, however, that any such access shall be conducted in such a manner as to not to interfere unreasonably with the normal operation of the business of the Acquired Corporations; provided, further that no investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality obligations under the Confidentiality Agreement dated August 19, 2013, by and between the Company and Parent (the “Confidentiality Agreement”). (b) provide Nothing in Section 5.1(a) shall require the Company to disclose any information to Parent if such disclosure would (i) result in the waiver of any attorney client or other applicable privilege; or (ii) contravene any applicable Legal Requirement. The Company and Parent's Representatives with such copies Parent will each use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the existing bookspreceding sentence apply. Nothing in this Section 5.1 shall be construed to require the Company, recordsany of its Subsidiaries, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality or any Representatives of any of the foregoingforegoing to prepare any written reports, during analyses, appraisals, opinions or other information. (c) During the Pre-Closing Period, if Parent or Purchaser requests the Company to take actions with respect to a Wireless Divestiture pursuant to Section 6.16, the Company shall promptly provide keep Parent reasonably informed with copies of: (i) all material operating and financial reports prepared by respect to the Acquired Corporations for the Company's senior managementprogress of such Wireless Divestiture, including (A) copies by notifying Parent promptly with respect to any material developments in the negotiation and execution of the unaudited monthly consolidated balance sheets of the Acquired Corporations Divestiture Agreements and the related unaudited monthly consolidated statements consummation of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental BodyWireless Divestiture.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier of the Effective Time or the earlier termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives and financing sources with reasonable access during normal business hours, on reasonable prior notice, to the Acquired Corporations' Representatives, Company’s personnel and assets and to all existing books, records, Tax Returns, work papers papers, financial statements, and other documents and information relating to the Acquired CorporationsCompany; and (b) provide to Parent, (i) no later than the twelfth day of each month, monthly financial statements (including statements of cash and cash equivalents and amounts of indebtedness for borrowed money outstanding) of the Company and its Subsidiaries substantially in the form of and prepared on a basis consistent with those previously provided to Parent, (ii) no later than five days prior to the Closing Date, audited consolidated financial statements of the Company and its Subsidiaries for the three fiscal years ending more then 90 days prior to the Closing Date, and (iii) no later than five days prior to the Closing Date, quarterly consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended after the close of its most recent fiscal year and at least 45 days prior to the Closing Date, in each case with respect to clauses (ii) and (iii), prepared in accordance with GAAP on a consistent basis through the periods covered (except as may be indicated in the notes to such financial statements); and (c) provide or make available to Parent and Parent's Representatives with ’s Representatives, at Parent’s expense, such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, Company as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, the Company and Parent shall promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including (A) copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is with copies of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Company, Parent or Merger Sub, as applicable, in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) Contemplated Transactions. The foregoing shall not require the Company to permit any material noticeinspection, report or other document received by to disclose any information, that in the reasonable judgment of the Acquired Corporations from Company, after consultation with legal counsel, could reasonably be expected to result in (i) the disclosure of any Governmental Bodytrade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure if the Company shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege or (iii) the violation of any applicable Legal Requirement. The parties will, to the extent reasonably necessary and practicable, make appropriate substitute arrangements under circumstances in which the restrictions of the preceding sentence apply.

Access and Investigation. (a) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), the Company shall, and shall cause each of the other Acquired Companies to, and shall use its commercially reasonable efforts to cause its and their respective Representatives of the Acquired Corporations to: (ai) provide Parent and Parent's ’s Representatives with reasonable access to the Acquired Corporations' Companies’ Representatives, personnel personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Companies and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, in each case, (A) as Parent may reasonably request, (B) under the supervision of appropriate personnel of the Company, (C) in such a manner not to unreasonably interfere with the usual operation of the Acquired Companies, (D) to the extent reasonably related to the Contemplated Transactions and (E) with respect to books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, additional financial, operating and other data and information regarding the Acquired Companies, solely to the extent such items are in the possession or control of the Acquired Companies or any of their respective Representatives. Without limiting the generality of the foregoingforegoing (but subject to the limitations in the preceding sentence), during the Pre-Closing Period, the Company shall promptly as soon as reasonably practicable provide Parent Parent, upon request, with copies of: (i) of all material operating and financial reports prepared by the Acquired Corporations Companies for the Company's senior management’s CEO or CFO. Notwithstanding the foregoing: (1) nothing in this Section 4.1(a) shall require any Acquired Company or its Representatives to disclose any information to Parent or Parent’s Representatives if, including (A) copies in the reasonable and good faith judgment of the unaudited monthly consolidated balance sheets Company, such disclosure (v) relates to the strategic process known as “Project Airport”, (w) would violate any applicable law, (x) would jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by any Acquired Company, (y) is prohibited pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Agreement or (z) would violate the Clean Team Agreement; and (2) if any Acquired Company does not provide or cause its Representatives to provide such access or such information in reliance on clause “(1)” of this sentence, then the Company shall as soon as reasonably practicable (and in any event within three (1) (x)”, “ (1) (y)” or “ (1) (z)” shall use its commercially reasonable efforts to provide the applicable information in a way that would not violate such law, jeopardize such privilege, violate such Company Contract or violate the Clean Team Agreement. (b) The Confidentiality Agreement (other than Sections 12 and 13 thereof) shall remain in full force and effect in accordance with its terms until the Effective Time, at which time the Confidentiality Agreement shall automatically terminate without further action. All obligations of the Acquired Corporations Companies and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity Parent Entities’ obligations under Sections 12 and statements of cash flows and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company's senior management; (ii) any written materials or communications sent by or on behalf 13 of the Company to its stockholders; (iii) any material notice, document or other communication sent by or on behalf Confidentiality Agreement shall terminate upon the execution and delivery of any of the Acquired Corporations to any party to any Acquired Corporation Contract or sent to any of the Acquired Corporations by any party to any Acquired Corporation Contract (other than any communication that relates solely to routine commercial transactions between an Acquired Corporation and the other party to any such Acquired Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this Agreement; and (v) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body.