Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company(i) Geron shall afford BioTime’s and BAC’s officers and other authorized Representatives reasonable access, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company hours, to Geron’s books and records (or portions thereof) pertaining solely to the CompanyContributed Geron Assets and the Assumed Geron Liabilities (provided that such access does not unreasonably interfere with the ongoing business or operations of Geron) and (ii) Geron shall furnish to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Assumed Geron Liabilities as BioTime or BAC may reasonably request and as is necessary or required for inclusion in (and Geron shall use commercially reasonable efforts to provide reasonable access to Geron’s designated Representatives independent registered accountants with respect to the Contributed Geron Assets and the Assumed Geron Liabilities to facilitate the preparation of) the Proxy Statement, the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and the BAC Prospectus pursuant to Section 4.7 of this Agreement and to properties, assets and to all existing books, records, documents and information relating to comply with the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding reporting obligations of BioTime under the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsExchange Act; provided, however, that any (i) such access to Geron’s independent registered accountants will be subject to customary exceptions to be negotiated with such accountants, and BioTime shall reimburse Geron for the reasonable fees and expenses of Geron’s independent registered accountants, if any, in connection therewith, and (ii) Geron shall not be conducted at a reasonable timerequired pursuant to this Agreement to permit any inspection or other access, 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. Nothing herein shall require any of the Acquired Corporations or to disclose any information to Parent to the extent such disclosure wouldinformation, that in the Company’s reasonable discretion and after notice to Parent judgment of Geron could (iA) result in the disclosure of any trade secrets, (B) jeopardize any protections afforded Geron under the attorney-client privilege or other legal privilege the attorney work product doctrine, or (so long C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Contract; provided, however, that in the case of information as the Acquired Corporations have reasonably cooperated with Parent and used to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable best efforts to permit such inspection of or obtain permission to disclose such the information on to BioTime, provided that BioTime agrees to enter into a basis that does not waive such privilege with respect thereto), (ii) contravene any confidentiality agreement acceptable to the applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used third party. Geron shall use its commercially reasonable best efforts to permit disclosure preserve intact, and maintain access to, the Data Room for BioTime’s and BAC’s respective officers and other authorized Representatives and shall provide reasonable access, upon reasonable notice and during normal business hours, to Geron personnel who have knowledge about the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated Contributed Geron Assets. Geron shall provide BioTime and BAC with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes electronic copies of all of the meetings contents of the Board Data Room as of Directors the date hereof. BioTime hereby agrees that any information or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed knowledge obtained pursuant to this Section 5.1 4.1(a) shall be subject to the terms of that certain Mutual Confidential Disclosure Agreement, dated as of February 22, 2012, by and between Geron and BioTime (the “CDA”). BioTime’s and BAC’s officers and other Representatives shall have the right to make copies of the books and records and other documents and information provided under this Section 4.1(a). (b) Notwithstanding Section 4.1(a), Geron shall not be required to (i) take any action that would or could reasonably be expected to subject it or any of its directors or officers to actual or potential Liability, or (ii) bear any cost or expense relating to the matters contemplated by Section 4.1(a). (c) BioTime and BAC shall provide during the Pre-Closing Period, on reasonable notice, Geron and its Representatives with reasonable access to the Representatives of BioTime and BAC; provided, however, that if in BioTime’s reasonable judgment and belief the provision of such information or access is reasonably likely to violate any Legal Requirement or Contract or could waive any legal privilege (including the attorney-client privilege), BioTime may prohibit or restrict such access as determined by BioTime; provided, however, that in the case of information as to which BioTime or BAC is bound by a contractual obligation of non-disclosure, BioTime and BAC shall use commercially reasonable efforts to obtain permission to disclose the information to Geron and its Representatives, provided that Geron agrees to enter into a confidentiality agreement acceptable to the applicable third party. Geron hereby agrees that any information or knowledge obtained pursuant to this Section 6.13, Parent 4.1(c) shall comply with, and shall instruct Parent’s Representatives be subject to comply with, the confidentiality obligations and use restrictions under terms of the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)CDA.

Access and Investigation. During Between the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”)Date, and upon reasonable advance notice received from Buyer, each Seller shall (a) afford Buyer and its Representatives (collectively, “Buyer Group”) access, during regular business hours, to Sellers’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the CompanyBusiness and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Corporations shalloperations of Sellers; (b) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and shall cause the respective Representatives of the Acquired Corporations to, provide Parent Records and Parent’s Representatives with reasonable access during normal business hours of the Company other existing documents and data related to the Company’s designated Representatives Business and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives Assets as Buyer may reasonably request; (c) furnish Buyer Group with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other relevant data and information regarding the Acquired Corporations, Business and Assets as Parent Buyer may reasonably request; and (d) otherwise cooperate and assist, in each case for any reasonable business purpose in furtherance to the extent reasonably requested by Buyer, with Buyer’s investigation of the consummation properties, assets and financial condition related to the Business and Assets. In addition, Buyer shall have the right to have the Business Property and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Offer Business Property and Tangible Personal Property. Upon notice to Sellers, Buyer shall have the Merger, including planning for integration right to conduct an environmental assessment of the Acquired CorporationsAssets; provided, however, provided that any such access environmental assessment 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 CorporationsAssets. Nothing herein Buyer shall require not, however, be permitted to conduct any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure wouldsampling, in the Company’s reasonable discretion and after notice to Parent (i) jeopardize any attorney-client boring, drilling or other legal privilege (so long as the Acquired Corporations have reasonably cooperated invasive investigative activity with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant Assets. Each Seller shall have the right to this Section 5.1 or obtained pursuant to Section 6.13, Parent be present during any environmental assessment of the Assets. Buyer shall comply withmaintain, and shall instruct Parent’s Representatives cause its officers, employees, Representatives, consultants and advisors to comply withmaintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the confidentiality obligations event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by Legal Requirement to make such disclosure, in which case Buyer shall so notify Sellers and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)allow Sellers a reasonable time to prepare such disclosure.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the their 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 Company’s designated Representatives Acquired Companies’ Representatives, personnel, and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Companies; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or binding confidentiality agreement entered into by an Acquired Company prior to the date of this Agreement (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure such inspection of or to the extent permitted by Legal Requirements) or (iii) disclose such information on a basis that does not contravene any Contract applicable Legal Requirement or confidentiality agreement); provided, further, that information shall be disclosed subject to which an Acquired Corporation is execution of a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent joint defense agreement in customary form, and used reasonable best efforts disclosure may be limited to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Company determines that doing so is reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated November 3, dated December 19, 20242017, between the Company and Parent Mallinckrodt LLC (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. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations 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 Company’s designated Representatives Representatives, personnel, and to properties, 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 Representatives with all reasonably requested information regarding the business of the Acquired Corporations Corporations, including copies of the existing books, records, databases (to the extent transferable), reports, 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 CorporationsCorporations or create material risk of damage or destruction to any material assets or property. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent would (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement Requirement, fiduciary duty or binding confidentiality agreement entered into by the Company prior to the date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure the inspection, or to the extent permitted by Legal Requirements) or (iii) disclose such information, on a basis that does not contravene any Contract applicable Legal Requirement, fiduciary duty or confidentiality agreement); provided, further, that information shall be disclosed subject to which an Acquired Corporation is execution of a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent joint defense agreement in customary form, and used reasonable best efforts disclosure may be limited to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Acquired Corporations determine doing so is reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, Confidentiality Agreement dated December 194, 20242018, 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 execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the respective Representatives of the Acquired Corporations to, Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean-room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19effective as of February 10, 20242017, as amended on August 20, 2017, between the Company and Parent (the “Confidentiality Agreement”). (b) (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the Company’s Representatives to provide Parent, Purchaser and each of their respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to assets and properties, assets and to all existing books, records, Tax Returns, work papers, documents and information relating to the Acquired CorporationsCompany Entities, and promptly provide Parent Parent, Purchaser and Parent’s each of their respective Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company Entities and such additional financial, operating operating, Tax and other data and information regarding the Acquired CorporationsCompany Entities, as Parent and/or Purchaser and/or their respective Representatives may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, Transactions (including with respect to integration planning for integration of the Acquired Corporationsrelated thereto); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany Entities. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts 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 Legal Requirement (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation the Company to disclose any information to Parent or Parent’s Representatives if such information relates to the extent such information is included in applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19March 3, 20242023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During (a) Between the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”)Date, and upon reasonable advance notice received from Buyer, each Seller shall (i) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the CompanyBusiness and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Corporations shalloperations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and shall cause the respective Representatives of the Acquired Corporations to, provide Parent Records and Parent’s Representatives with reasonable access during normal business hours of the Company other existing documents and data related to the Company’s designated Representatives Business and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives Assets as Buyer may reasonably request; (iii) furnish Buyer Group with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other relevant data and information regarding the Acquired Corporations, Business and Assets as Parent Buyer may reasonably request; and (iv) otherwise cooperate and assist, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure wouldif such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, in Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Company’s Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable discretion extent such access can be made available. Buyer agrees to protect, defend, indemnify and after notice to Parent (i) jeopardize hold the Seller Indemnitees harmless from and against any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of all Liabilities occurring on or to disclose such information the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on a basis that does not waive such privilege Buyer’s behalf in connection with respect thereto)any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirementsreasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or (iii) contravene leaving any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingFacility, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or other materials prepared operated by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)Seller.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, properties and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion (after consultation with its outside counsel) 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted not prohibited by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of the date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent and used their reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the extent such information is included in applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change RecommendationRecommendation Change. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.134.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December October 19, 20242020, as amended by that Amendment No. 1, effective as of July 30, 2021, Amendment No. 2, effective as of August 20, 2021, Amendment No. 3, effective as of October 18, 2022, and Amendment No. 4, dated as of August 30, 2023 and effective as of January 1, 2023, by and between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, as promptly as practicable the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable full access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, lab notebooks (both physical and virtual), records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the MergerMerger as promptly as practicable (and in no event more than three (3) business days after receipt of the Parent’s request, including planning except in the case of a request for integration of access that is not in the Acquired Corporations’ control, in which case the Acquired Corporations shall use reasonable best efforts to provide such access in no event more than three (3) business days after receipt of a request from Parent (or, in either case, an alternative time period if agreed in writing)); provided, however, that any such access shall be conducted at a reasonable timetime under the circumstances of the request for information, 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. In the event of a request for materials not in the Acquired Corporations’ control that will not be satisfied within such three (3) business day-period, the Company shall promptly notify Parent of such fact and keep Parent informed of the Company’s efforts to procure such materials. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any material Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the extent such information is included in applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated February 5, dated December 19, 20242025, between the Company and Parent (the “Confidentiality Agreement”). The Parties agree and acknowledge that as of the Effective Time, Parent will become privy to and enjoy the benefits of all attorney-client or other legal privilege between the Company and its advisors, and all information not disclosed to Parent pursuant to this Section 5.1 prior to the Effective Time, including that withheld by reason of attorney-client or other legal privilege, shall be disclosed to Parent and made available at the Effective Time. Nothing in this Section 5.1 shall limit in any way the Company’s obligations pursuant to Section 6.6(b).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Offer Acceptance Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Representatives of the Acquired Corporations Company to, : (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, personnel, and to properties, 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 Corporations, Company; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations 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 Company, and with such additional financial, operating operating, personnel and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion (and after notice to Parent Parent) (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure or binding agreement entered into prior to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in date of this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof Agreement (including any applicable portions of presentations confidentiality agreement to which the Company or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed its Affiliates is a party); provided, further, that (xA) the Transactions, or Company shall use commercially reasonable efforts during the Pre-Closing Period to provide Parent with redacted versions of any similar transaction involving an Acquired Corporation, documents withheld in accordance with the foregoing sub-clause “(yii)” and (B) any Acquisition Proposal or (z) information shall be disclosed subject to execution of a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).joint defense agreement in customary

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Offer Acceptance Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Entities shall, and shall cause the respective Representatives of the Acquired Corporations Entities to, : (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, personnel, and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsEntities that are in the possession of, or reasonably accessible to, the Acquired Entities; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Entities, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Entities, and with such additional financial, operating and other data and information regarding the Acquired CorporationsEntities that are in the possession of, or reasonably accessible to, the Acquired Entities, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Entities and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsEntities or create a risk of damage or destruction to any property or assets of the Acquired Entities. Any access to the properties of the Acquired Entities will be subject to the Company’s reasonable security measures and insurance requirements. Nothing herein shall require any of the Acquired Corporations Entities to disclose any information concerning Acquisition Proposals, which shall be governed by Section 5.3(c), or provide access to or disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent discretion: (i) jeopardize any attorney-client client, work product privilege or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)privilege, (ii) contravene any applicable Legal Requirement Requirement, fiduciary duty or Contract entered into prior to the date of this Agreement (so long as including any confidentiality agreement to which the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Entity or its Affiliates is a party), (iii) contravene reasonably be expected to violate or result in a loss or impairment of any Contract to which an Acquired Corporation is a party Owned IP or by which an Acquired Corporation is bound (so long as iv) unreasonably disrupt the operations of the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingEntities; provided, nothing in this Section 5.1 shall require an Acquired Corporation to disclose further, that information to Parent or Parent’s Representatives to the extent such information is included described in the minutes foregoing clause (i) shall be disclosed subject to execution of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or a joint defense agreement in customary form, and disclosure may be limited to external counsel for the Board of Directors or such committee thereof) Parent to the extent the Board Acquired Entity determines doing so may be reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13Parent and Parent’s Representatives, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated June 2, dated December 19, 20242016, between the Company and Parent (the “Confidentiality Agreement”). All requests for access pursuant to this Section 5.1 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period from the execution and delivery of this Agreement Date until the earlier of the Effective Acceptance Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Acquired Corporations 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 Acquired Corporations to the Company’s designated Representatives Acquired Corporations’ Representatives, personnel, properties and to properties, assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Acquired Corporations, ; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 CorporationsCorporations and shall be subject to the Confidentiality Agreement dated February 23, 2015. Nothing herein shall require any of the Acquired Corporations Corporation to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after with notice to Parent Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Laws; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or required for the Board purpose of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)complying with applicable Antitrust Laws.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations 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 Company’s designated Representatives Representatives, personnel, and to properties, 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 Representatives with all reasonably requested information regarding the business of the Acquired Corporations 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Corporation has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Acquired Corporation or its Affiliates is a party) (so long as the Acquired Corporations have reasonably cooperated with Parent and Company has used commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirement, agreement or duty (to the extent permitted by Legal Requirements) or (iii) contravene any Contract commercially practicable)); provided, further, that information may be disclosed subject to which an Acquired Corporation is execution of a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent joint defense agreement in customary form, and used reasonable best efforts disclosure may be limited to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Acquired Corporation determines doing so may be reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.134.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated February 9, dated December 19, 20242017, between the Company and Parent Allergan, Inc. (the “Confidentiality Agreement”).

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the execution and delivery date of this Agreement until and ending at the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable advance notice to the Companynotice, the Acquired Corporations Companies shall, and shall use commercially reasonable efforts to cause the their Representatives to: (a) provide Parent, Merger Sub and their respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Acquired Companies’ Representatives, personnel and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; (b) provide Parent, Merger Sub and their respective Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and promptly provide Parent other documents and Parent’s Representatives with all reasonably requested information regarding the business of relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies as Parent, as Parent Merger Sub and their respective Representatives may reasonably request; and (c) permit Parent and Merger Sub’s officers and other employees to meet, in each case for any upon reasonable notice and during normal business purpose in furtherance of hours, with the consummation of the Offer chief financial officer and the Merger, including planning for integration other officers and managers of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under Companies responsible for the supervision of appropriate personnel Acquired Companies’ financial statements and the internal controls of the Acquired Corporations and Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in such a manner as not order to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 enable Parent and used reasonable best efforts Merger Sub to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect satisfy their respective obligations under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an the Acquired Corporation to disclose information to Parent or Parent’s Representatives Companies may restrict the foregoing access to the extent that any Law applicable to the Acquired Companies requires the Acquired Companies to restrict or prohibit access to any such properties or information is included 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. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the minutes restrictions of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)preceding sentence apply.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, 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 CorporationsCorporations and subject to any reasonable restrictions imposed in connection with the COVID-19 pandemic. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement (so long as the Acquired Corporations have has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct cause Parent’s Representatives to comply with, the confidentiality all obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementAgreement dated October 27, dated December 19, 20242021, between the Company and Parent (the “Confidentiality Agreement”). It is acknowledged and agreed that Parent and the Company are also parties to the Collaboration and License Agreement, dated November 15, 2019, which shall continue to apply with respect to the information disclosed pursuant thereto in accordance with its terms.

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompany, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company and such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19effective as of January 7, 20242020, between the Company and Parent (the “Confidentiality Agreement”). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in Section 7 or give rise to any right to terminate under Section 8.

Access and Investigation. During From the period from the execution and delivery date of this Agreement until the earlier to occur of the Effective Time and the valid Closing Date or termination of this Agreement pursuant Agreement, Seller shall cause Longhorn to Section 8 (the “Pre-Closing Period”)allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance notice notice, to the Companyofficers, 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 Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity 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 disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller 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 Longhorn 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 financial officer or chief legal 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 or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Acquired Corporations 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 Seller 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 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 SELLER, THE LONGHORN ENTITIES 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 the Longhorn Entities’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives to, in connection with the respective Representatives conduct of the Acquired Corporations due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities 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, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 day-to-day operations of the business of the Acquired Corporations. Nothing herein shall require Business in conducting any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)due diligence activities.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Representatives of the Acquired Corporations Company to, : (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, personnel, and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Company; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany, and shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to permit any inspection or testing, or to disclose any information, that in the reasonable judgement of the Acquired Corporations Company would be detrimental to the Company’s business or operations nor shall anything herein require the Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or fiduciary duty (so long as the Acquired Corporations have reasonably cooperated with Parent and Company has used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent provide such information is included in the minutes a way that does not contravene applicable Legal Requirements or fiduciary duties); provided, further, that information shall be disclosed subject to execution of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or a joint defense agreement in customary form, and disclosure may be limited to external counsel for the Board of Directors or such committee thereof) Parent, to the extent the Board Company determines doing so may be reasonably required for the purpose of Directors complying with applicable Antitrust Laws or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change RecommendationInvestment Screening Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.134.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated June 2, dated December 19, 20242021, between the Company and Parent Clearlake Capital Group, L.P. (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 4.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Subsidiaries and Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably requestrequest (other than any books, records, documents and information relating to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 and Section 6.01, any Acquisition Proposal or relating to any deliberation of the Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Legal Requirement or party to such Contract). Notwithstanding ; provided, however, in the foregoingcase of clause (ii), nothing that the Parties shall cooperate in this Section 5.1 shall require an Acquired Corporation seeking to disclose find a way to allow disclosure of such information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Disclosure Agreement, dated as of December 1915, 20242022, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.01(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not cause any Offer Condition or any of the conditions set forth in Article 7 to fail to be satisfied or give rise to any right to terminate under Article 8.

Access and Investigation. During the period from the execution and delivery of this Agreement Date until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 9.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations totheir directors, officers and employees and direct their other Representatives: (a) to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the CompanyAcquired Corporation’s designated Representatives officers, employees, other personnel, and to properties, assets and to all existing books, records, documents books and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; records (provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany) and (b) to furnish to Parent such financial and operating data and other information as Parent may reasonably request. Nothing The foregoing notwithstanding, nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent such disclosure wouldthat, in the Company’s reasonable discretion and after notice to Parent judgment of the Company (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent Law or fiduciary duty; provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and used reasonable best efforts disclosure may be limited to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Company reasonably determines doing so is reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.136.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, Confidentiality Agreement dated December August 19, 20242019, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 6.1 shall be directed to the executive officer or other Person designated by the Company.

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the execution and delivery date of this Agreement until and ending at the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable advance notice the Company shall use commercially reasonable efforts to cause the Company, the Acquired Corporations shall, and shall cause the respective ’s 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 Company’s designated Representatives Representatives, personnel and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Company and promptly its Subsidiaries as may be reasonably requested by Parent; (b) provide Parent and Parent’s Representatives with all reasonably requested information regarding the business such copies of the Acquired Corporations existing books, records, Tax Returns, work papers, product data, and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and its Subsidiaries as the other party may reasonably request; and (c) permit Parent’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the Company’s chief financial officer and other officers and managers responsible for the Company’s financial statements and the internal controls, to discuss such matters as Parent may reasonably request, deem necessary or appropriate in each case for any reasonable business purpose in furtherance of order to enable Parent to satisfy its obligations under the consummation of the Offer ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations rules and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect regulations relating thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives the Company may restrict the foregoing access to the extent such information is included in the minutes of the meetings of the Board of Directors or that any committee thereof (including any Law applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between requires the Company and Parent (to restrict or prohibit access to any such properties or information or as may be necessary to preserve the “Confidentiality Agreement”)attorney-client privilege under any circumstances in which such privilege may be jeopardized by such disclosure or access; provided that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in a violation of Law or loss of attorney client privilege.

Access and Investigation. During the period from the execution and delivery date of this Agreement and continuing until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 or the Effective Time (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations upon advanced written notice received by Parent, shall, and shall cause the respective Representatives ensure that each of the Acquired Corporations to, Companies and its and their respective Representatives: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Acquired Companies’ Representatives, personnel and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the each Acquired Corporations, Company; and promptly (b) provide Parent and Parent’s Representatives with all reasonably requested copies of such existing books, records, Tax Returns, work papers and other documents and information regarding the business relating to each Acquired Company necessary for purposes of the Acquired Corporations post-Closing integration, and with such additional financial, operating and other data and information regarding the each Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, provided that any such access (i) shall be conducted at a reasonable timeParent’s expense, under the supervision of appropriate personnel of designated by the Acquired Corporations and Company, (ii) in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and (iii) shall not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies nor create a material risk of damage or destruction to any material assets or property of the Company. During the Pre-Closing Period, Parent may make inquiries to the Company of Persons having business relationships with each Acquired Company (including suppliers, licensors and customers) and the Company shall, and shall ensure that each of the Acquired Companies, help facilitate (and shall cooperate fully with Parent in connection with) such inquiries. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall, and shall ensure that each of the Acquired Companies, reasonably cooperate with Parent to facilitate Parent’s due diligence review of the Acquired Companies’ third-party suppliers and distributors. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent discretion, based on the advice of outside legal counsel, risk (i) jeopardize jeopardizing any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure binding agreement entered into prior to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in date of this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof Agreement (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) confidentiality agreement to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or which any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) Company is a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”party).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, Company shall and shall cause the respective Representatives of other Acquired Companies and the Acquired Corporations Companies’ Representatives to, provide Parent and Parent’s Representatives with reasonable access (including by electronic means) during normal business hours of the Company to the Company’s Acquired Companies’ Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company and its Subsidiaries and such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and its Subsidiaries, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion good faith belief of the Acquired Companies (after consultation with outside counsel) and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto, including entering into common interest or joint defense agreements), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or ); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Acquired Companies (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December as of July 19, 20242019, between the Company and Ultimate Parent (the “Confidentiality Agreement”). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction, or affecting the business of such Party or any of its Subsidiaries. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in Section 7 or give rise to any right to terminate under Section 8.

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct direct Parent’s Representatives and Financing Sources to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement. (i) Subject to applicable Legal Requirements, dated December 19, 2024, between each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the “Confidentiality Agreement”)Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any Event, that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any Event that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.1(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in Section 7 or give rise to any right to terminate under Section 8.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent (i) such disclosure would, in the Company’s reasonable discretion and after notice to Parent (ix) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iiiz) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent ) or Parent’s Representatives to the extent (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee thereof of the Transactions or any similar transaction between the Company and any other Person (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the TransactionsDirectors, whether in connection with a specific meeting, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationotherwise relating to such subject matter). With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementAgreement dated June 30, dated December 19, 20242023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until through the earlier of (1) the Effective Time and (2) the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), (y) upon reasonable advance reasonably prior written notice and (z) to the Companyextent permitted by applicable Legal Requirements, the Acquired Corporations Company shall, and shall cause the respective Representatives of the Acquired Corporations Entities to, : (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Acquired Entities’ Representatives, personnel and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Entities; and promptly (b) provide Parent and Parent’s Representatives with all reasonably requested information regarding the business such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Entities, and with such additional financial, operating and other data and information regarding the Acquired CorporationsEntities, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such the Company shall not be required to provide 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure or documents which would, in the reasonable judgment of the Company’s reasonable discretion and after notice to Parent , (i) breach in any material way any agreement with any Person or group other than Parent, Acquisition Sub and their Affiliates entered into prior to the date hereof (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), or (ii) constitute a waiver of or otherwise jeopardize any the attorney-client or other legal privilege (held by the Company so long as the Acquired Corporations have reasonably cooperated with Parent and used Company has taken all reasonable best efforts steps to permit such inspection of or to disclose such information on a basis that does not waive such compromise the Company’s privilege with respect thereto)thereto (provided, (ii) contravene any applicable Legal Requirement (so long as that the Acquired Corporations have reasonably cooperated with Company will nonetheless provide Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene applicable Representatives of Parent with appropriate information regarding the factual basis underlying any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).circumstances

Access and Investigation. During From the period from the execution and delivery date of this Agreement until the earlier to occur of the Effective Time and the valid Closing Date or termination of this Agreement pursuant Agreement, Seller shall cause Longhorn to Section 8 (the “Pre-Closing Period”)allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance notice notice, to the Companyofficers, 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 Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity 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 disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller 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 Longhorn 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 financial officer or chief legal 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 or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Acquired Corporations 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 Seller 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 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 w▇▇▇▇. 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 SELLER, THE LONGHORN ENTITIES 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 the Longhorn Entities’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives to, in connection with the respective Representatives conduct of the Acquired Corporations due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities 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, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 day-to-day operations of the business of the Acquired Corporations. Nothing herein shall require Business in conducting any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)due diligence activities.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted not prohibited by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the extent such information is included in applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to Parent shall, and shall instruct Parent’s Representatives to, hold and use the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality 4.1 in accordance with its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated January 8, dated December 19, 20242025, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During Prior to the period Closing Date, and upon reasonable notice from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the CompanyPurchaser, the Acquired Corporations Seller shall, and shall cause the respective Acquired Corporation to: (a) afford the Purchaser and its Representatives (collectively, the "Purchaser Group") reasonable access, during regular business hours, to the personnel and assets of the Acquired Corporations toCorporation, provide Parent including the Facility and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives all machinery and to propertiesequipment, assets Contracts, Books and to Records, Corporate Records, Permits, Tax Returns, and all existing books, records, such other information and documents and information relating pertaining to the Acquired CorporationsCorporation, the business conducted by it, and promptly provide Parent the representations and Parent’s Representatives warranties made by the Seller hereunder as the Purchaser may reasonably request; (b) furnish the Purchaser Group with copies of all such documents regarding any of the foregoing as the Purchaser may reasonably request; and (c) otherwise cooperate and assist, to the extent reasonably requested information regarding by the business Purchaser, with the Purchaser's investigation of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Acquired Corporations and such additional financialCorporation. In addition, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of Purchaser shall have the consummation of right to have the Offer Facility and the Merger, including planning for integration tangible personal property of the Acquired CorporationsCorporation inspected by any member of the Purchaser Group, at the Purchaser's sole cost and expense, provided that the members of the Purchaser Group performing any such inspection shall be accompanied at all times by a representative of the Seller. At the request of the Purchaser, the Seller shall execute or cause the Acquired Corporation to execute, as required, such Consents as may be necessary to enable the Purchaser and their Representatives to obtain access to all files and records maintained by Governmental Authorities in respect the Acquired Corporation, the Facilities, and the Business; provided, however, that any such access no investigation made by the Purchaser or its Representatives shall be conducted at a reasonable time, under affect the supervision of appropriate personnel right of the Acquired Corporations and in such a manner as not Purchaser to unreasonably interfere with rely on any representation or warranty made by the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing Seller in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent Agreement or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)Closing Document.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Offer Acceptance Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations 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 Acquired Corporations to the Company’s designated Representatives Acquired Corporations’ Representatives, personnel, properties and to properties, assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, work papers and other documents and information relating to the Acquired Corporations, ; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (so long as including any confidentiality agreement to which the Acquired Corporations have reasonably cooperated with Company or its Affiliates is a party); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, to external counsel for Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or required for the Board purpose of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality ,all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated June 23, dated December 19, 20242014, between the Company and Parent Koninklijke Philips N.V. (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompany, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company and such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19effective as of January 7, 20242020, between the Company and Parent (the “Confidentiality Agreement”). (b) (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to assets and properties, assets and to all existing books, records, Tax Returns, work papers, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating operating, Tax and other data and information regarding the Acquired Corporations, Corporations as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent would (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the applicable portions of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereofthereof directly and solely related thereto) to the extent where the Board of Directors or such committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporationthe evaluation of strategic alternatives leading up to the Transactions, (y) any Acquisition Proposal received after the date of this Agreement or (z) a Company Adverse Change RecommendationRecommendation Change; provided that in the case of any of clauses (x), (y) and (z), this Section 5.1 shall not apply to any information required to be disclosed or furnished to Parent and Purchaser pursuant to Section 5.3 or 6.1, and the disclosure of such information shall be governed by Section 5.3 or 6.1 respectively. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all applicable Legal Requirements and all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated July 10, dated December 19, 20242023, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the respective Representatives of the Acquired Corporations to, Companies to provide Parent and Parent’s Representatives (including the Financing Sources and their respective Representatives) with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation Company is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives (including the Financing Sources and their Respective Representatives) to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19November 4, 20242022, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations 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 Company’s designated Representatives and to propertiesRepresentatives, assets and to all existing personnel, assets, books, records, work papers and other documents and information relating to the Acquired Corporations, ; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Corporations, including copies of the existing books, records, 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 Legal Requirement Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which an Acquired Corporation or its Affiliate is a party) (so long as the Acquired Corporations have reasonably cooperated with Parent and Company has used commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Legal Requirements, agreement or duty); provided, further, that information 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 permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (that the Company determines doing so long as the Acquired Corporations have may be reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or required for the Board purpose of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated June 29, dated December 19, 20242016, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall use reasonable best efforts to cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to propertiesassets, assets and to all existing books, records, work papers and other documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case request for any reasonable business the purpose in furtherance of preparing for the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsClosing; provided, however, that any such access shall be conducted at Parent’s expense 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. Solely for purposes of integration planning and Parent’s monitoring of the Acquired Corporation’s cash position and compliance with Section 5.2 and Section 5.3 of this Agreement, the Acquired Corporations shall reasonably consult with Parent in respect of such matters, and use reasonable best efforts to (i) provide Parent with written cash management reports each week describing the Acquired Corporations’ cash position and use of cash for the prior week and a cash forecast for the succeeding week, and such other related information as is otherwise reasonably requested by Parent and (ii) participate in discussions weekly, or as otherwise reasonably requested by Parent to review any such cash management reports and cash forecasts; provided, that such cash management reports, cash forecasts or other related information and such discussions shall be provided for disclosure purposes only and not be deemed to broaden or narrow any the representations, warranties or covenants of the Company contained in this Agreement. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent or afford any access to the extent Parent if: (i) such disclosure or access would, in the Company’s reasonable good-faith discretion and after notice to Parent with the advice of legal counsel (ix) jeopardize any attorney-client or other legal privilege or (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure Requirement, fiduciary duty or binding agreement entered into prior to the extent permitted by Legal Requirements) or date of this Agreement (iii) contravene including any Contract confidentiality agreement to which an Acquired Corporation or its Affiliate is a party party); or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent ii) such information is included in relates to the minutes of the meetings of the Company Board of Directors or its committees where the Company Board or any applicable committee thereof discussed the Transactions or any similar transaction between the Company and any other Person (including any applicable portions of presentations or other materials prepared by or for the Board of Directors Company Board, whether in connection with a specific meeting, or otherwise relating to such committee thereof) subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to the other pursuant to this Section 5.1 to the extent such access or information is reasonably pertinent to a litigation where the Board of Directors or committee thereof discussed (x) the Transactions, Company or any similar transaction involving an Acquired Corporationof its Affiliates, (y) on the one hand, and Parent, Purchaser or any Acquisition Proposal of their respective Affiliates, on the other hand, are adverse parties or (z) reasonably likely to become adverse parties. To the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws, information disclosed pursuant to this Section 5.1 shall be disclosed subject to execution of a Company Adverse Change Recommendationjoint defense agreement in customary form, and disclosure may be limited to external counsel for Parent. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated November 20, dated December 192020, 2024as amended April 14, 2021, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures).

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, : (a) provide Parent and Parent’s Representatives (including the sources of Debt Financing) with reasonable access during the Company’s normal business hours of the Company to the Company’s designated Representatives and to propertiesRepresentatives, assets and to all existing personnel, assets, books, records, work papers and other documents and information relating to the Acquired Corporations, ; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Corporations, including copies of the existing books, records, 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, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any . Any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and Corporations, in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, which may be given or withheld in its sole discretion. Nothing herein in this Agreement shall require any of the Acquired Corporations to disclose any information to Parent to if the extent such disclosure wouldCompany determines, in the Company’s reasonable discretion and after notice to Parent consultation with outside legal counsel, that doing so is reasonably likely to: (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated used commercially reasonable efforts to cooperate with Parent and used reasonable best efforts to permit such inspection disclosure of or to disclose such information on a basis that does not waive such privilege with respect theretoprivilege), ; or (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure or binding agreement entered into prior to the extent permitted by Legal Requirements) or date of this Agreement (iii) contravene including any Contract confidentiality agreement to which an Acquired Corporation or its Affiliate is a party or by which an Acquired Corporation is bound (so long as party, provided that the Acquired Corporations Company shall have reasonably cooperated with Parent and used commercially reasonable best efforts to permit obtain the consent of any applicable third-party to provide such information). Any information referred to in clause (i) above that is so disclosed shall be disclosed subject to execution of a joint defense agreement in customary form. In addition, disclosure may be limited to external counsel for Parent, to the extent permitted by such Contract). Notwithstanding that the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or Company determines doing so may be reasonably required for the Board purpose of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct cause Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Subsidiaries and Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or (iii) contravene any Contract the contractual counterparty); provided, however, in the case of clause ‎(ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13‎Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19effective as of January 1, 20242019 and as amended thereafter, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this ‎Section 5.01(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in ‎Article 7 or give rise to any right to terminate under ‎Article 8.

Access and Investigation. During Subject to applicable Law, during the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Sellers shall, and shall cause the respective Acquired Companies and their Representatives of the Acquired Corporations to: (a) afford Buyer and its Representatives (collectively, provide Parent and Parent’s Representatives with “Buyer Group”) reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies’ personnel, properties, Contracts, Government Authorizations, books and promptly provide Parent records and Parent’s Representatives other documents and data; (b) furnish Buyer Group with copies of all such Contracts, Government Authorizations, books and records and other existing documents and data as Buyer may reasonably requested information regarding the business of the Acquired Corporations and 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 Material Suppliers and Material Customers in a manner as shall be reasonably determined by the Sellers’ Representative and (e) otherwise cooperate and assist, in each case for any reasonable business purpose in furtherance to the extent reasonably requested by Buyer, with Buyer’s investigation of the consummation of the Offer properties, assets and the Merger, including planning for integration of financial condition related to the Acquired CorporationsCompanies; provided, however, that any such access investigation shall be conducted at a during normal business hours upon reasonable timeadvance notice to the Sellers’ Representative, 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 operations of the Acquired CorporationsCompanies. Nothing herein Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any Acquired Company shall require any of the Acquired Corporations be required to disclose any information to Parent to the extent Buyer if such disclosure would, (x) in the Sellers’ Representative’s reasonable belief, cause significant competitive harm to the Acquired Companies and their respective businesses if the transactions contemplated by this Agreement are not consummated; or (y) in the Company’s reasonable discretion and after notice to Parent (i) outside counsel’s opinion, jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure Law, fiduciary duty or agreement entered into prior to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure date of this Agreement. Prior to the extent permitted by such Contract). Notwithstanding Closing, without the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes prior written consent of the meetings Sellers’ Representative, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or Real Property. All requests for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed made pursuant to this Section 5.1 or obtained pursuant 6.2 shall be directed to Section 6.13, Parent shall comply withthe Person designated by the Company in a notice given to Buyer, and all such information shall instruct Parent’s Representatives to comply with, be governed by the confidentiality obligations terms of Section 6.4 and use restrictions under the Mutual Confidential Disclosure and Non-Use Disclosure Agreement, dated December 19October 3, 20242016, by and between the Company ValuePenguin OpCo and Parent Buyer (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementAgreement dated March 21, dated December 192019, 2024as amended April 22, 2019, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During (a) Solely for the period from purpose of permitting Citizens to ascertain the execution correctness of the representations and delivery of warranties made in this Agreement until the earlier of the Effective Time by MSTI to Citizens, Citizens and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and its Representatives shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of MSTI and each MSTI Subsidiary in accordance with the provisions of this Section. Citizens and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the Company operations, records and properties of MSTI and each MSTI Subsidiary and of their respective financial and legal condition as Citizens shall deem necessary or advisable to the Company’s designated Representatives and to properties, assets and to all existing books, familiarize itself with such records, documents properties and other matters, provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of MSTI or any MSTI Subsidiary. Upon request, MSTI and each MSTI Subsidiary will furnish Citizens or its Representatives, attorneys' responses to auditors' requests for information relating to regarding MSTI or such MSTI Subsidiary, as the Acquired Corporationscase may be, and promptly provide Parent such financial and Parent’s Representatives with all operating data and other information reasonably requested by Citizens (provided, with respect to attorneys, such disclosure would not result in the waiver by MSTI or the Bank of any claim of attorney-client privilege), and will permit Citizens and its Representatives to discuss such information regarding the business of the Acquired Corporations directly with any individual or firm performing auditing or accounting functions for MSTI or such MSTI Subsidiary, and such additional financialauditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Citizens or its Representatives. No investigation by Citizens or any of its Representatives shall affect the representations and warranties made by MSTI. This Section shall not require the disclosure of any information the disclosure of which to Citizens would be prohibited by any Legal Requirement. (b) Any confidential information or trade secrets of Citizens received by MSTI, operating and other data and information regarding its employees or agents in the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance course of the consummation of the Offer and Contemplated Transactions shall be treated confidentially in accordance with the Merger, including planning for integration terms of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During (a) Between the period from the execution and delivery of this Agreement until the earlier of the Effective Time Execution Date and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”)Date, and upon reasonable advance notice received from Buyer, Seller shall (i) afford Buyer and its Representatives reasonable access, during regular business hours, to Seller's personnel, properties, Contracts, Governmental Authorizations, books and Records and other documents and data as Buyer may reasonably request, such rights of access to be exercised in a manner that does not unreasonably interfere with the Companyoperations of Seller; (ii) permit Buyer and its Representatives to make copies, the Acquired Corporations shallat Buyer's expense, of all such Contracts, Governmental Authorizations, books and shall cause the respective Representatives of the Acquired Corporations to, provide Parent Records and Parent’s other existing documents and data as Buyer may reasonably request; (iii) furnish Buyer and its Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent Buyer may reasonably requestrequest related to the Contemplated Transactions; and (iv) otherwise cooperate and assist, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent reasonably requested by Buyer, with Buyer's investigation of the Purchased Assets and the financial condition of Seller. (b) Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer and its Representatives, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property, including such disclosure wouldengineering, seismic, asbestos, environmental and mold surveys, inspections and tests as Buyer deems appropriate, including any "Phase I" or "Phase II" environmental site assessments conducted in the Company’s accordance with Section 5.18 (all such inspections and tests collectively referred to as "Investigations"). Any such Investigations shall be scheduled upon reasonable discretion and after advance notice to Parent Seller and conducted as described in Section 5.1(c) and, if applicable, as hereinafter provided. (c) In performing any Investigation pursuant to Section 5.1(b), Buyer: (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated shall use Commercially Reasonable Efforts to minimize interference with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), Seller's Business; (ii) contravene any subject to applicable Legal Requirement Requirements, upon the completion of any Investigation (so long as unless Remediation is required to be conducted by Seller pursuant to Section 5.18 and restoration of the Acquired Corporations have Real Property to its condition prior to such Investigation would interfere with or conflict with such Remediation), Buyer shall reasonably cooperated restore the Real Property to its condition prior to such Investigation, except that any groundwater monitoring ▇▇▇▇▇ need only be closed in accordance with Parent applicable Legal Requirements; (iii) shall indemnify and used reasonable best efforts to permit disclosure hold harmless Seller and will reimburse Seller for Damages to the extent permitted caused by Legal Requirements) or (iii) contravene Buyer and/or its Representatives in connection with its entry on the Real Property and any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes Investigation of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared Real Property by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained Buyer and/or its Representatives conducted pursuant to Section 6.135.1(b); except that in no event shall Buyer be deemed to have caused Damages as a result of Buyer's discovery of any previously existing adverse condition, Parent suspected violation of Environmental Law or "recognized environmental condition" during an Investigation; (iv) shall comply withwith all Environmental Laws and any other applicable Legal Requirements in connection with such Investigations, including without limitation, Legal Requirements regarding use of properly licensed, insured and bonded contractors (or representatives) to perform certain Investigations; (v) shall instruct Parent’s be solely responsible for all costs incurred by Buyer in connection with any such Investigations, and, if any liens or other orders of payment for moneys are filed against the Property by reason of such Investigations, Buyer shall cause the same to be canceled or discharged at its own expense and indemnify Seller for same; and (vi) shall promptly, upon request, furnish Seller with copies of any and all Phase I and Phase II reports and any other non-privileged written surveys, inspections, investigations, studies or similar written reports generated by Third Parties to Buyer and/or its Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)in connection with such Investigations.

Access and Investigation. During (a) Solely for the period from purpose of permitting Citizens to ascertain the execution correctness of the representations and delivery of warranties made in this Agreement until the earlier of the Effective Time by MSTI to Citizens, Citizens and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and its Representatives shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access at all times during normal business hours and with reasonable advance notice prior to the Closing Date, have full and continuing access to the facilities, operations, records and properties of MSTI and each MSTI Subsidiary in accordance with the provisions of this Section. Citizens and its Representatives may, prior to the Closing Date, make or cause to be made such reasonable investigation of the Company operations, records and properties of MSTI and each MSTI Subsidiary and of their respective financial and legal condition as Citizens shall deem necessary or advisable to the Company’s designated Representatives and to properties, assets and to all existing books, familiarize itself with such records, documents properties and other matters, provided, however, that such access or investigation shall not interfere unnecessarily with the normal operations of MSTI or any MSTI Subsidiary. Upon request, MSTI and each MSTI Subsidiary will furnish Citizens or its Representatives, attorneys’ responses to auditors’ requests for information relating to regarding MSTI or such MSTI Subsidiary, as the Acquired Corporationscase may be, and promptly provide Parent such financial and Parent’s Representatives with all operating data and other information reasonably requested by Citizens (provided, with respect to attorneys, such disclosure would not result in the waiver by MSTI or the Bank of any claim of attorney-client privilege), and will permit Citizens and its Representatives to discuss such information regarding the business of the Acquired Corporations directly with any individual or firm performing auditing or accounting functions for MSTI or such MSTI Subsidiary, and such additional financialauditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Citizens or its Representatives. No investigation by Citizens or any of its Representatives shall affect the representations and warranties made by MSTI. This Section shall not require the disclosure of any information the disclosure of which to Citizens would be prohibited by any Legal Requirement. (b) Any confidential information or trade secrets of Citizens received by MSTI, operating and other data and information regarding its employees or agents in the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance course of the consummation of the Offer and Contemplated Transactions shall be treated confidentially in accordance with the Merger, including planning for integration terms of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Subsidiaries and Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19effective as of January 1, 20242019 and as amended thereafter, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.01(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any Offer Condition or any of the conditions set forth in Article 7 or give rise to any right to terminate under Article 8.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the respective Representatives of the Acquired Corporations to, Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation Company is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19June 12, 20242023, between the Company and Parent Kontron AG (the “Confidentiality Agreement”).

Access and Investigation. During Prior to the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”)Closing, upon reasonable advance notice from the Purchaser to the CompanySellers given in accordance with this Agreement, the Acquired Corporations shallSellers will afford to the officers, and shall cause the respective Representatives attorneys, accountants or other authorized representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with Purchaser reasonable access during normal business hours to the facilities, assets, books and records, and management personnel of the Company Companies, Autronics US (to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information extent relating to the Acquired CorporationsUS Business), and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent P&G plc (to the extent such disclosure would, in relating to the Company’s reasonable discretion and after notice to Parent UK Business) Spirent plc (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretoto the UK Lease Sites), and Spirent GmbH (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract relating to which an Acquired Corporation is the German Business), so as to afford the Purchaser a party or by which an Acquired Corporation is bound (so long reasonable opportunity to make, at its sole cost and expense, such additional review, examination and investigation of the Companies, the Assets, the US Business, the UK Business, and the German Business as the Acquired Corporations have Purchaser may reasonably cooperated with Parent and used reasonable best efforts desire to permit disclosure make; PROVIDED, HOWEVER, that the Purchaser shall not be permitted such access to the extent permitted by that the Sellers or the Companies are prohibited from granting such Contract)access pursuant to any Law, Order or rule of any regulatory body applicable to any Seller or any Company wherever located. Notwithstanding Sellers shall instruct their accountants and advisers to reasonably cooperate with the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation Purchaser and to disclose information provide Purchaser with reasonable access to Parent or Parent’s Representatives such accountants (including their work papers to the extent such available to the Sellers) and advisers, all at Purchaser's cost and expense. Whether or not the Closing occurs, the Purchaser will, and will cause each of its Affiliates and authorized representatives to, treat in confidence and not disclose any and all documents, materials and -42- other information is included in the minutes disclosed by or on behalf of the meetings Sellers, the Companies or any of their respective Affiliates, whether before, during or after the course of the Board negotiations leading to the execution of Directors this Agreement or thereafter, in accordance with that certain Confidentiality Agreement between the Sellers and the Purchaser dated October 3, 2001 (the "CONFIDENTIALITY AGREEMENT"), provided that if the Closing occurs, the Confidentiality Agreement shall no longer be applicable to any committee thereof (including any applicable portions of presentations such documents, materials or other materials prepared by or for the Board of Directors or such committee thereof) information which relate to the extent Companies or the Board of Directors or committee thereof discussed (x) the TransactionsBusinesses, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)which constitute Assets.

Access and Investigation. During (a) Between the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”)Date, and upon reasonable advance notice received from Buyer, each Seller shall (a) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Seller’s personnel, properties, Contracts, Governmental Authorizations, books and Records and other documents and data related to the CompanyBusiness and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the Acquired Corporations shall, and shall cause operations of Seller; (b) afford the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives Buyer Group with reasonable access during normal business hours to the employees of the Company Business and to the Company’s designated Representatives customers and to propertiesclients of THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. the Business; (c) furnish Buyer Group with copies of all such Contracts, assets Governmental Authorizations (if any), books and to all Records and other existing books, records, documents and information relating data related to the Acquired Corporations, Business and promptly provide Parent and Parent’s Representatives Assets as Buyer may reasonably request; (d) furnish Buyer Group with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other relevant data and information regarding the Acquired Corporations, Business and Assets as Parent Buyer may reasonably request; and (e) otherwise cooperate and assist, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. Buyer shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any due diligence activity as strictly confidential, unless disclosure of any facts discovered through such disclosure wouldenvironmental assessment is required under any laws. (b) Prior to the Closing Date, in and upon reasonable advance notice received from Buyer, Sellers shall afford Buyer Group reasonable access, during regular business hours, to the Company’s reasonable discretion and after notice Facility that is subject to Parent (i) jeopardize any attorney-client or other legal privilege (the Assigned Lease, so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or Buyer to disclose such information on a basis that does not waive such privilege identify with respect thereto)tags, (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as practicable, the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained tangible Assets being sold pursuant to Section 6.13, Parent shall comply with, 2.1 of this Agreement and shall instruct Parent’s Representatives the tangible Excluded Assets that are not being sold to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Buyer in accordance with Section 2.2 of this Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Representatives ensure that each of the other Acquired Corporations to, Companies and its and their respective Representatives: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Acquired Companies’ employees, properties and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies within the possession or control of, and promptly provide Parent and Parent’s Representatives with all or reasonably requested information regarding accessible to the Acquired Companies, upon reasonable advance notice during normal business hours of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require Companies; (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 Companies, in each case, as Parent may reasonably request for purposes reasonably related to the facilitation or consummation of any of the Contemplated Transactions; and (c) promptly inform Parent of the occurrence and substance of any oral or written communication received by any Acquired Corporations Company from the Federal Trade Commission or the New Jersey Attorney General relating to the Stipulated Order and use reasonable best efforts to provide Parent and Parent’s representatives with all documentation in the possession of or otherwise available to the Acquired Companies that the Acquired Companies or their Representatives acting on behalf of the Acquired Companies have produced pursuant to the Stipulated Order following the execution of this Agreement (if any). Nothing in this Section 4.1 shall require the Acquired Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent (i) jeopardize would be reasonably expected to waive or result in the loss of any attorney-client or other similar legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts applicable to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)information, (ii) would be reasonably expected to contravene any applicable Legal Requirement Requirement, confidentiality agreement or confidentiality provision of any Contract to which any Acquired Company is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts other than a confidentiality agreement referred to permit disclosure to the extent permitted by Legal Requirementsin Section 4.3(b)) or (iii) contravene is reasonably pertinent to any Contract pending Legal Proceeding between the Company, on the one hand, and Parent, on the other hand. If any Acquired Company does not provide, or cause its Representatives to which an Acquired Corporation provide, such access or such information in reliance on the immediately preceding sentence, then the Company shall (A) promptly (and in any event within three Business Days after Parent’s request for such access or information) provide a written notice to Parent stating that it is a party withholding such access or by which an Acquired Corporation is bound such information and stating the justification therefor and (so long as B) in the Acquired Corporations have reasonably cooperated with Parent and used event the Company withholds access pursuant to clause “(i)” or “(ii)” of the immediately preceding sentence, use reasonable best efforts to permit disclosure provide such access or such information in a way that would not violate such Legal Requirement, agreement, or Contract or waive such privilege. Any access to any Owned Real Property or Leased Real Property shall be subject to the extent permitted by such Contract). Notwithstanding Acquired Companies’ reasonable security measures and the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes applicable requirements of the meetings of Leases and shall not include the Board of Directors right to perform any “invasive” testing or any committee thereof (soil, air or groundwater sampling, including any applicable portions Phase II environmental assessments, except where further investigation is specifically recommended by a Phase I environmental assessment and with the prior written consent of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”which consent shall not be unreasonably withheld, conditioned or delayed).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective its Subsidiaries and Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably requestrequest (other than any books, records, documents and information relating to the negotiation and execution of this Agreement, or, except as expressly provided in ‎Section 5.03 and ‎Section 6.01, any Acquisition Proposal or relating to any deliberation of the Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Any such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Legal Requirement or party to such Contract). Notwithstanding ; provided, however, in the foregoingcase of clause ‎(ii), nothing that the Parties shall cooperate in this Section 5.1 shall require an Acquired Corporation seeking to disclose find a way to allow disclosure of such information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith belief of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13‎Section 5.01, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Disclosure Agreement, dated as of December 1915, 20242022, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under the applicable Legal Requirements (including any COVID-19 Measures). (i) Subject to applicable Legal Requirements, each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely. (iii) For the avoidance of doubt, the delivery of any notice pursuant to this ‎Section 5.01(b) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not cause any Offer Condition or any of the conditions set forth in ‎Article 7 to fail to be satisfied or give rise to any right to terminate under ‎Article 8.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent (i) such disclosure would, in the Company’s reasonable discretion and after notice to Parent (ix) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iiiz) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent ) or Parent’s Representatives to the extent (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee thereof of the Transactions or any similar transaction between the Company and any other Person (including any applicable portions of presentations or other materials prepared by or for the Board of Directors Directors, whether in connection with a specific meeting, or otherwise relating to such committee thereof) subject matter). Notwithstanding anything to the extent contrary herein, the Board of Directors or committee thereof discussed Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access would not be permitted under the applicable Legal Requirements (x) the Transactions, or including any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change RecommendationCOVID-19 Measures). With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementAgreement dated March 22, dated December 19, 20242022, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransaction; provided, however, that any such access shall be conducted at a reasonable time, under the Parent’s out-of-pocket expense with supervision of appropriate personnel of the Acquired Corporations where applicable and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene violate any Contract to which an Acquired Corporation is a party of its or by which an Acquired Corporation is bound its Affiliates’ respective confidentiality obligations (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contractconfidentiality obligations). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreementletter agreement, dated December 19effective as of July 17, 20242020, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During Except as prohibited by applicable Legal Requirements, during the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, facilities, employees, and to properties, assets and to all existing books, records (including Tax records), documents (including work papers) and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to provide access or disclose any information to Parent to the extent if such disclosure wouldaccess or disclosure, in the Company’s its reasonable discretion and after notice to Parent Parent, (i) would jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) would contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or ), (iii) contravene is reasonably pertinent to a litigation where the Company or any Contract to which an Acquired Corporation is a party of its Affiliates, on the one hand, and Parent or by which an Acquired Corporation is bound any of its Affiliates, on the other hand, are adverse parties, (so long as iv) subject to, and without limiting, the Acquired Corporations have reasonably cooperated with Parent requirements of Section 5.4 and used reasonable best efforts to permit disclosure Section 6.1, involves information related to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in negotiation and execution of this Section 5.1 shall require an Acquired Corporation Agreement or to disclose information to Parent transactions potentially competing with or Parent’s Representatives alternative to the extent such information is included in Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the minutes of the meetings actions of the Board of Directors (or any committee thereof thereof) with respect to any of the foregoing, whether prior to or after the execution of this Agreement, (including v) subject to and without limiting, the requirements of Section 5.4 and Section 6.1, involves any applicable portions information related to a Company Adverse Recommendation Change or the actions of presentations or other materials prepared by or for the Board of Directors (or such any committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactionswith respect thereto, or (vi) involves any similar transaction involving an Acquired Corporationinvasive sampling, (y) any Acquisition Proposal testing or (z) a Company Adverse Change Recommendationinvestigation of water, groundwater, soil, sediment, soil vapor, air or other environmental media at the Leased Real Property. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct cause Parent’s Representatives to comply with, the confidentiality all obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19as of July 26, 20242023, between the Company and Parent (as amended on July 24, 2024, the “Confidentiality Agreement”).

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the its Subsidiaries and its and their respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company (including electronic access) to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business each of the Acquired Corporations Corporation’s properties, offices, books and such additional financialrecords, operating Contracts, commitments and other data and information regarding the Acquired Corporations, as Parent may reasonably requestRepresentatives, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporationsas Parent reasonably requests; provided, however, that any such access shall be conducted at Parent’s sole cost and expense, at a reasonable timetime during the Company’s normal business hours, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany, and shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to permit any inspection or testing, or to disclose any information, that in the reasonable judgement of the Acquired Corporations Company would cause significant competitive harm to the Company or its Subsidiaries if the Transactions are not consummated nor shall anything herein require the Company to disclose any information to Parent to the extent if such disclosure would, in upon the Company’s reasonable discretion and after notice to Parent advice of outside legal counsel, (ia) jeopardize any attorney-client or other legal privilege (so long as provided, that the Acquired Corporations have reasonably cooperated with Parent and used Company shall use its commercially reasonable best efforts to permit allow the disclosure of such inspection document or information (or as much of or to disclose such information on it as possible) in a basis manner that does not waive such privilege with respect thereto), result in a loss of attorney-client or other legal privilege) or (iib) contravene any applicable Legal Requirement or fiduciary duty (so long as provided, that the Acquired Corporations have reasonably cooperated with Parent and used Company shall use its commercially reasonable best efforts to permit allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene applicable Legal Requirements or fiduciary duties); provided, further, that information shall be disclosed subject to the extent permitted by Legal Requirements) or (iii) contravene any Contract execution of a joint defense agreement in customary form, and disclosure may be limited to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Company determines, on the advice of Directors or committee thereof discussed (x) outside legal counsel, that doing so may be reasonably required for the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationpurpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.134.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated February 2, dated December 19, 20242022, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 4.1 shall be directed to the executive officer or other Person designated by the Company. Despite anything in this Section 4.1 to the contrary, any physical access to the properties, offices, personnel or other information of the Acquired Corporations may be limited to the extent the Company in good faith determines, in light of the COVID-19 pandemic or any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health and safety of any Company Associate (provided that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without jeopardizing the health and safety of such Company Associate or violating such COVID-19 Responses).

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent if such disclosure would, in the Company’s 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 and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or the contractual counterparty); provided, however, in the case of clause (iii) contravene any Contract ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included doing so could reasonably (in the minutes good faith of the meetings Company (after consultation with outside counsel)) be managed through the use of the Board customary “clean room” arrangements pursuant to which non-employee Representatives of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or Parent could be provided access to such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationinformation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct direct Parent’s Representatives and Financing Sources to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement. (b) (i) Subject to applicable Legal Requirements, dated December 19, 2024, between each of the Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Party from any Governmental Body in connection with this Agreement, the “Confidentiality Agreement”)Offer, the Merger or the other Transactions, or from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other Transactions; or (B) any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the Offer, the Merger or any other Transaction. (ii) (A) The Company shall give prompt notice to Parent of any Event, that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely, and (B) Parent shall give prompt notice to the Company of any Event that has had or would reasonably be expected to have a Parent Material Adverse Effect, or would reasonably be expected to make the satisfaction of any of the Offer Conditions impossible or unlikely.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Acquired Corporations and Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to propertiesRepresentatives, facilities, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, Tax, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case case, for any reasonable business purpose in furtherance of purposes reasonably related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to provide access or disclose any information to Parent to the extent or Parent’s Representatives if such disclosure would, in the Company’s reasonable discretion and after notice to Parent access or disclosure: (i) would jeopardize any attorney-client or other legal privilege in the reasonable judgment of the Company (so long as the Acquired Corporations have reasonably cooperated with Parent and used commercially reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) would contravene any applicable Legal Requirement or constitute a breach of any Contract to which it is a party or by which it is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used commercially reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) Requirements or such Contract), (iii) contravene relates to a litigation where the Company or any Contract to which an Acquired Corporation is a party of its Affiliates, on the one hand, and Parent or by which an Acquired Corporation is bound any of its Affiliates, on the other hand, are adverse parties, (so long as iv) subject to, and without limiting, the Acquired Corporations have reasonably cooperated with Parent requirements of Section 5.4 and used reasonable best efforts to permit disclosure Section 6.1, specifically relates to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in negotiation and execution of this Section 5.1 shall require an Acquired Corporation Agreement or to disclose information to Parent transactions potentially competing with or Parent’s Representatives alternative to the extent such information is included in the minutes of the meetings Transactions or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals), including any actions of the Board of Directors (or any committee thereof thereof) with respect to any of the foregoing, whether prior to or after the execution of this Agreement, (including any applicable portions v) would reasonably be expected to result in the disclosure of presentations Trade Secrets or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactionscommercially sensitive information, or (vi) involves any similar transaction involving an Acquired Corporationinvasive sampling, (y) testing or investigation of water, groundwater, soil, sediment, soil vapor, air, or other environmental media at any Acquisition Proposal or (z) a Company Adverse Change Recommendationof the Leased Real Property. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct cause Parent’s Representatives to comply with, the confidentiality all obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Confidentiality Agreement, dated December 19October 4, 2024, between the Company and Parent Alcon Vision, LLC (the “Confidentiality Agreement”), and the Clean Team Agreement, dated November 15, 2024, between the Company and Alcon Vision, LLC (the “Clean Team Agreement”). Notwithstanding the foregoing, the Company may as it reasonably deems advisable and necessary (after consultation with its outside legal counsel) designate any commercially or competitively sensitive materials provided pursuant to this Section 5.1 as (i) “Outside Counsel Only”, in which case such materials and the information contained therein shall be given to the outside counsel of Parent and will not be disclosed by such outside counsel to employees, officers, or directors of Parent or its Subsidiaries without the advance written consent from the Company or its legal counsel, or (ii) “Clean Team Information,” pursuant to and as defined in the Clean Team Agreement.

Access and Investigation. During Subject to Section 6.1, during the period from commencing on the execution and delivery date of this Agreement until and ending at the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 Article VIII and the Effective Time (the “Pre-Closing Period”), upon reasonable advance notice to the Companynotice, the Acquired Corporations Companies shall, and shall use commercially reasonable efforts to cause the their Representatives to: (a) provide Parent, Merger Sub and their respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Acquired Companies’ Representatives, personnel and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; (b) provide Parent, Merger Sub and their respective Representatives with such copies of the existing books, records, Tax Returns, work papers, product data, and promptly provide Parent other documents and Parent’s Representatives with all reasonably requested information regarding the business of relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies as Parent, as Parent Merger Sub and their respective Representatives may reasonably request; and (c) permit Parent and Merger Sub’s officers and other employees to meet, in each case for any upon reasonable notice and during normal business purpose in furtherance of hours, with the consummation of the Offer chief financial officer and the Merger, including planning for integration other officers and managers of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under Companies responsible for the supervision of appropriate personnel Acquired Companies’ financial statements and the internal controls of the Acquired Corporations and Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in such a manner as not order to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 enable Parent and used reasonable best efforts Merger Sub to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect satisfy their respective obligations under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the rules and regulations relating thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an the Acquired Corporation to disclose information to Parent or Parent’s Representatives Companies may restrict the foregoing access to the extent that any Law applicable to the Acquired Companies requires the Acquired Companies to restrict or prohibit access to any such properties or information is included 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. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the minutes restrictions of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)preceding sentence apply.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating and other data and information regarding the Acquired CorporationsCorporations and its employees, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at Parent’s expense, 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. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent (i) such disclosure would, in the Company’s reasonable discretion and after notice to Parent (ix) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iiiz) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent ) or Parent’s Representatives to the extent (ii) such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee thereof of the Transactions or any similar transaction between the Company and any other Person (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the TransactionsDirectors, whether in connection with a specific meeting, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationotherwise relating to such subject matter). With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreementletter agreement dated January 3, dated December 19, 20242025, between the Company and Parent (the “Confidentiality Agreement”).

Access and Investigation. During Prior to the period Closing Date, and upon reasonable notice from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the CompanyPurchaser, the Acquired Corporations Seller shall, and shall cause the respective Acquired Corporation to (a) afford the Purchaser and its Representatives (collectively, the "Purchaser Group") reasonable access, during regular business hours, to the personnel and assets of the Acquired Corporations toCorporation, provide Parent including the Mine Facility and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives all machinery and to propertiesequipment, assets Contracts, Books and to Records, Corporate Records, Permits, Tax Returns, and all existing books, records, such other information and documents and information relating pertaining to the Acquired CorporationsCorporation, the business conducted by it, and promptly provide Parent the representations and Parent’s Representatives warranties made by the Seller hereunder as the Purchaser may reasonably request; (b) furnish the Purchaser Group with copies of all such documents regarding any of the foregoing as the Purchaser may reasonably request; and (c) otherwise cooperate and assist, to the extent reasonably requested information regarding by the business Purchaser, with the Purchaser's investigation of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Acquired Corporations and such additional financialCorporation. In addition, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of Purchaser shall have the consummation of right to have the Offer Mine Facility and the Merger, including planning for integration tangible personal property of the Acquired CorporationsCorporation inspected by any member of the Purchaser Group, at the Purchaser's sole cost and expense, provided that the members of the Purchaser Group performing any such inspection shall be accompanied at all times by a representative of the Seller. At the request of the Purchaser, the Seller shall execute or cause the Acquired Corporation to execute, as required, such Consents as may be necessary to enable the Purchaser and their Representatives to obtain access to all files and records maintained by Governmental Authorities in respect the Acquired Corporation, the Facilities, and the Business; provided, however, that any such access no investigation made by the Purchaser or its Representatives shall be conducted at a reasonable time, under affect the supervision of appropriate personnel right of the Acquired Corporations and in such a manner as not Purchaser to unreasonably interfere with rely on any representation or warranty made by the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s 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 and used reasonable best efforts 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 (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing Seller in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent Agreement or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)Closing Document.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the respective Representatives of the Acquired Corporations to, Companies to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and ParentP▇▇▇▇▇’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement Law (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such ContractLaw). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply withuse commercially reasonable efforts to maintain, and shall instruct Parent’s direct its Representatives to comply withmaintain, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)of such information.

Access and Investigation. (a) During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time Closing and the valid termination of this Agreement pursuant to Section 8 Article 9 (and without limitation of the “Pre-Closing Period”Purchaser’s rights under the Collaboration Agreement), upon reasonable advance notice to the Company, the Acquired Corporations Sellers shall, and shall cause the their respective Representatives of the Acquired Corporations to, provide Parent Purchaser and ParentPurchaser’s Representatives with reasonable access during normal business hours of the Company applicable Seller to the Company’s Sellers and their respective Representatives, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsPrograms, the Transferred Assets or the Assumed Liabilities, and promptly provide Parent Purchaser and ParentPurchaser’s Representatives with all reasonably requested information regarding the business of Programs, the Acquired Corporations Transferred Assets and the Assumed Liabilities and such additional financial, operating and other data and information regarding the Acquired CorporationsSellers, as Parent Purchaser may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsContemplated Transactions; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Sellers and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsSellers. Any such access shall be subject to the applicable Seller’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require any of the Acquired Corporations Sellers to disclose any information to Parent to the extent Purchaser if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent Purchaser (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Sellers have reasonably cooperated with Parent and used reasonable best efforts Purchaser 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 Legal Requirement Law or Contract (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts Purchaser to permit disclosure to the extent permitted by Legal Requirements) Law or (iii) contravene any Contract the contractual counterparty); provided, however, in the case of clause ‎(ii), that the Parties shall cooperate in seeking to which an Acquired Corporation is find a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts way to permit allow disclosure of such information to the extent permitted by doing so could reasonably (in the good faith belief of the Sellers (after consultation with outside counsel)) be managed through the use of customary “clean room” arrangements pursuant to which non-employee Representatives of Purchaser could be provided access to such Contract). Notwithstanding information. (i) The Company shall give prompt notice to Purchaser of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a Material Adverse Effect, or would reasonably be expected to interfere with or delay the foregoingconsummation of the Contemplated Transactions, nothing in this Section 5.1 and (ii) Purchaser shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives give prompt notice to the extent such information is included in Company of any change, circumstance, condition, development, effect, event, occurrence or state of facts that has had or would reasonably be expected to have a material adverse effect on Purchaser’s ability to consummate the minutes Contemplated Transactions. For the avoidance of doubt, the meetings delivery of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed notice pursuant to this Section 5.1 5.7(b) shall not cure any breach of any representation or obtained pursuant warranty requiring disclosure of such matter prior to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives the date of this Agreement or otherwise limit or affect the remedies available hereunder to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”)any Party.

Access and Investigation. During (a) Subject to Section 5.14 and subject further to that certain Clean Team Agreement dated November 5, 2018 with respect to Competitively Sensitive Information, as defined therein, which definition is incorporated herein and made a part hereof, during the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 7 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Companies shall, and shall cause the respective Representatives of the Acquired Corporations Companies to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s Representatives, offices, facilities, real property, designated Representatives personnel and to properties, assets and to all existing books, records, documents and information relating to the Acquired CorporationsCompanies, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Companies and such additional financial, operating and other data and information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompanies. Nothing herein shall require any of the Acquired Corporations Companies to disclose any information to Parent to the extent if such disclosure would, in the Company’s reasonable discretion discretion, upon the advice of the Company’s outside counsel, and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or Contract (so long as the Acquired Corporations Companies have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal RequirementsRequirements (including providing such information under the terms of the Clean Team Agreement if applicable) or the contractual counterparty). (iiib) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereofi) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained Access pursuant to Section 6.13, Parent 4.1(a) shall comply with, and shall instruct Parent’s Representatives include the right to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between conduct sampling at the Company Real Property set forth in Section 4.1(b)(i) of the Company Disclosure Schedule in a manner that complies with the terms of any applicable Real Property Lease and Parent (does not unreasonably interfere with the “Confidentiality Agreement”)business activities of the Acquired Companies.

Access and Investigation. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Representatives of the Acquired Corporations Company to, : (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, personnel, and to properties, assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Company; and (b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company, and with such additional financial, operating and other data and information regarding the Acquired CorporationsCompany, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany. Nothing herein shall require any of the Acquired Corporations Company to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts 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 Legal Requirement or binding confidentiality agreement entered into prior to the date of this Agreement (so long as the Acquired Corporations have Company has reasonably cooperated with Parent and used reasonable best efforts to permit disclosure such inspection of or to the extent permitted by Legal Requirements) or (iii) disclose such information on a basis that does not contravene any Contract applicable Legal Requirement or confidentiality agreement); provided, further, that information shall be disclosed subject to which an Acquired Corporation is execution of a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent joint defense agreement in customary form, and used reasonable best efforts disclosure may be limited to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoingexternal counsel for Parent, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board Company determines that doing so is reasonably required for the purpose of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendationcomplying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.135.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality all of its obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use AgreementConfidentiality Agreement dated April 13, dated December 19, 20242018, between the Company and Parent Firmenich, SA (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. During the period from the execution and delivery date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company and each of its Subsidiaries shall, and shall cause the respective Representatives of the Acquired Corporations Company and each of its Subsidiaries to, provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives Representatives, employees, facilities and to properties, assets and to all existing books, records (including Tax records), documents (including work papers) and information relating to the Acquired CorporationsCompany and each of its Subsidiaries, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations Company and each of its Subsidiaries and such additional financial, operating and other data and information regarding the Acquired CorporationsCompany and each of its Subsidiaries, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of related to the consummation of the Offer and the Merger, including planning for integration of the Acquired CorporationsTransactions; provided, however, that any such access shall be conducted at a reasonable timeParent’s expense, under the supervision of appropriate personnel of the Acquired Corporations Company and its Subsidiaries, as applicable, and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired CorporationsCompany and its Subsidiaries; provided, further, that none of Parent nor Parent’s Representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any Real Property without the prior written consent of the Company (with email being sufficient) (which consent will not be unreasonably withheld, conditioned or delayed) and without reasonable consultation with the Company with respect to any such activity. Nothing herein shall require the Company or any of the Acquired Corporations its Subsidiaries to disclose any information to Parent to the extent if such disclosure would, in the Company’s its reasonable discretion and after notice to Parent Parent, (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations Company and its Subsidiaries, as applicable, have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as the Acquired Corporations Company and each of its Subsidiaries have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, the confidentiality obligations and use restrictions under the Mutual Confidential Disclosure and Non-Use Agreement, dated December 19, 2024, between the Company and Parent (the “Confidentiality Agreement”).or

Access and Investigation. (a) During the period from commencing on the execution and delivery date of this Agreement and continuing until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 Article IX and the Closing (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations Company shall, and shall cause the respective Representatives ensure that each of the Acquired Corporations toCompanies: (i) promptly upon reasonable request, provide Parent and Parent’s Representatives with reasonable supervised access during normal business hours of the Company to the Company’s designated Representatives Acquired Companies’ personnel, assets, facilities and to properties, assets properties (including the Real Property) and to all existing available books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (ii) promptly upon reasonable request, and promptly provide Parent and Parent’s Representatives with all reasonably requested copies of such books, records, Tax Returns, work papers and other documents and information regarding the business of relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and other information regarding the Acquired CorporationsCompanies, as Parent may reasonably request, in each case for any reasonable business purpose in furtherance of the consummation of the Offer and the Merger, including planning for integration of the Acquired Corporations; 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 does not to unreasonably interfere with the normal operation of the business operations of the Acquired Corporations. Nothing herein shall require any of Companies; provided, further, that all requests under the Acquired Corporations to disclose any information to Parent to the extent such disclosure would, in the Company’s reasonable discretion and after notice to Parent foregoing clauses (i) jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts 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 (so long as shall be submitted exclusively to an individual or individuals to be designated in writing by the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit disclosure to the extent permitted by such Contract)Company. Notwithstanding the foregoing, nothing in this Section 5.1 the Company shall require an Acquired Corporation not be required to permit any inspection, or to disclose information to Parent or Parent’s Representatives to the extent such information is included in the minutes of the meetings of the Board of Directors or any committee thereof (including any applicable portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof) to the extent the Board of Directors or committee thereof discussed information, that (x) would result in the Transactions, disclosure of any trade secrets of any Person or violate any similar transaction involving an confidentiality obligation of the Acquired CorporationCompanies, (y) any Acquisition Proposal would jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine (or similar protections or privileges), or (z) a would reasonably, on the advice of counsel (including in-house counsel), violate applicable Legal Requirements; provided that the Company Adverse Change Recommendationshall use reasonable best efforts to promptly provide such information or access in another manner that does not violate such confidentiality obligation, attorney-client privilege or applicable Legal Requirement (it being understood that the Company shall use reasonable best efforts to obtain any necessary waivers that would enable required disclosure to Parent). With respect The Company shall not be required to incur any out-of-pocket costs or expenses in connection with its obligations under this Section 5.1(a) (unless ▇▇▇▇▇▇ agrees to reimburse the Company for such out-of-pocket costs and expenses prior to Closing). (b) The Company shall deliver to Parent, upon written request by ▇▇▇▇▇▇’s finance team, as soon as reasonably practicable and, if so requested prior to the information disclosed pursuant to this Section 5.1 or obtained pursuant to Section 6.13end of such accounting period, Parent shall comply within any event within thirty (30) days after the end of each such accounting period that ends during the Pre-Closing Period, (i) unaudited consolidated financial statements (consisting of consolidated balance sheets and shall instruct Parentconsolidated statements of losses) of the Company as of the end of and for each quarterly accounting period, prepared in accordance with GAAP (except such financial statements may exclude notes), consistently applied throughout the periods covered and in accordance with the Company’s Representatives to comply withpast practices (all such quarterly financial statements, the confidentiality obligations “Pre-Closing Financial Statements”) and use restrictions under (ii) trial balances for the Mutual Confidential Disclosure Company as of the end of each monthly accounting period. The Company shall deliver to Parent, as soon as reasonably practicable after the date hereof, unaudited consolidated financial statements (consisting of a consolidated balance sheet and Non-Use Agreement, dated a consolidated statement of operations) for the fiscal year ended December 1931, 2024, between the Company and Parent (the “Confidentiality Agreement”).