Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From the date of this Agreement to the Effective Time, the Company shall, and shall afford cause each Company Subsidiary to, and shall use its reasonable best efforts to cause its and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, “Company Representatives”) to: (i) provide to Parent and to Parent’s Representatives, Merger Sub and the Parent Representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in such a manner that does as not to interfere unreasonably interfere with the normal operation of any business conducted by the business Company or any Company Subsidiary, upon prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company) during Company and the period prior Company Subsidiaries and to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts records thereof and personnel, and, during such period, the Company shall furnish, as (ii) furnish promptly as reasonably practicable, to Parent such information concerning its the business, properties properties, contracts, assets and personnel liabilities of the Company and Company Subsidiaries as Parent or Parent’s the Parent Representatives may reasonably request; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) believes that doing so would: (A) result in the Transactions or any similar transaction involving the sale loss of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, (provided that the Company will shall use its commercially reasonable efforts to obtain any required consents allow for the such access or disclosure of such information and take such other reasonable action (including entering into in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party (provided that the Company shall use commercially reasonable efforts to obtain any consents of third parties that are necessary to allow such information as is necessary to permit disclosure be disclosed to Parent without jeopardizing and its Representatives and shall otherwise use commercially reasonable efforts to allow for such attorney-client privilege access or violating disclosure in a manner that does not result in a breach of this clause (B), including pursuant to the use of “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information) or (C) breach, contravene or violate any applicable Law, as applicable. All . (b) With respect to the information exchanged disclosed pursuant to this Section 7.01 5.5(a), Parent shall be subject comply with, and shall cause each Parent Subsidiary and instruct each Parent Representative to comply with, all of their respective obligations under the confidentiality letter agreementConfidentiality Agreement, dated April 16as of October 15, 20252012, by and between the Company and Parent, as amended on December 4, 2012 (as so amended, the “Confidentiality Agreement”), which shall remain in full force and effect until the Closing and, if this Agreement is terminated, such Confidentiality Agreement shall continue in accordance with its terms.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior this Agreement to the earlier of the Effective Time or and the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodin accordance with Article 8, the Company shall, and shall furnishcause each of its Subsidiaries to: (i) provide to the Acquirors and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, as promptly as reasonably practicableupon prior notice to the Company, to Parent the Company Real Property (including to undertake Phase I Environmental Site Assessment and to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) promptly furnish such information concerning its the business, properties (including the Company Real Property), Contracts, assets and personnel liabilities of the Company and each of its Subsidiaries as Parent the Acquirors or Parent’s its Representatives may reasonably request; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) reasonably believes that doing so would: (A) result in the Transactions or any similar transaction involving the sale loss of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that (but the Company will shall use its reasonable best efforts to obtain any required consents allow for the such access or disclosure of such information and take such other reasonable action (including entering into in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege), or (B) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege breach, contravene or violating violate any applicable Law, as applicable. All including Gaming Laws. (b) Each of the Acquirors and Merger Sub agrees that it will not, and will cause its Representatives not to, prior to the Effective Time, use any information exchanged obtained pursuant to this Section 7.01 shall be subject 6.2 for any competitive or other purpose unrelated to the consummation of the Transactions. The confidentiality letter agreementagreements, dated April 16as of January 18, 20252018, by and between the Company and ParentParent and the Company and Gaming and Leisure Properties, as amended Inc. (the “Confidentiality AgreementAgreements”), shall apply with respect to information furnished under this Section 6.2 by the Company, its Subsidiaries and their Representatives, and each of the Acquirors and Merger Sub agree to be bound by the terms and conditions thereof as if each of them were any original signatory thereto.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by any applicable Law, from the date of this Agreement until the Effective Time, the Company shall, and shall afford cause its Subsidiaries to, provide to Parent and to Parent’s Representatives, Representatives reasonable access during normal business hours (under upon reasonable prior notice to the supervision of appropriate personnel officers, employees and in a manner that does not unreasonably interfere with the normal operation other personnel, agents, properties, offices and other facilities of the business of the Company) during the period prior Company and its Subsidiaries and to the earlier books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to allow Parent to be in compliance with its policies and procedures and any applicable Law at the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably requestTime); provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, (x) the Company shall not be required to afford provide access to or furnish disclose any such information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize result in the loss of attorney-client privilege of the Company, violate applicable Law Company or result in antitrust risk for the Company; provided, any of its Subsidiaries (provided that the Company will and its Subsidiaries shall use its their reasonable best efforts to obtain any required consents allow for the such access or disclosure of such information and take such other reasonable action (including entering into in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege) and (y) the Company may limit physical access to the properties, offices and other facilities of the Company and its Subsidiaries to the extent the Company reasonably determines, in light of COVID-19, that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries or to the extent necessary to comply with applicable Laws. (b) Without limiting the generality of the foregoing, the Company covenants and agrees that, between the date of this Agreement and the Effective Time, the Company shall keep Parent reasonably informed as to the Company’s FDA regulatory strategy with respect to non-immaterial communications with FDA, pre-submissions to FDA, submissions to FDA, and any other regulatory issues under consideration for presentation to FDA, including IDEs, clinical trials (whether new or on-going), and medical technology, including by providing copies of material information to Parent; provided, that the Company shall not be required to provide such information as is necessary to permit disclosure to Parent without jeopardizing the extent providing such information would result in the loss of attorney-client privilege of the Company or violating any of its Subsidiaries (provided that the Company and its Subsidiaries shall use their reasonable best efforts to provide such information in a manner that does not result in a loss of attorney-client privilege). In order to keep Parent reasonably informed regarding the Company’s regulatory relationship with FDA, the Company also agrees to in a reasonably timely manner provide Parent with any and all material communications with FDA with respect to its pre-submissions, submissions, and other non-immaterial regulatory issues such as IDEs, clinical trials (whether new or on-going), medical technology and any other subject which would likely have a material impact on the Company’s current or future business. Nothing contained in this Section 7.03(b) is intended to give Parent, directly or indirectly, the right to control or direct the FDA regulatory strategy of the Company or its Subsidiaries prior to the Effective Time. (c) Except as otherwise prohibited by applicable Law, as applicable. from the date of this Agreement until the Effective Time, Parent shall, and shall cause its Subsidiaries to, provide to the Company and the Company’s Representatives reasonable access during normal business hours upon reasonable prior notice to Parent’s personnel and records on a basis consistent with the Company’s access to such personnel and records prior to the date hereof in connection with the Company’s due diligence review of Parent and its Subsidiaries in connection with the Transactions. (d) All information exchanged obtained by the parties hereto pursuant to this Section 7.01 7.03 shall be subject kept confidential in accordance with the Confidentiality Agreement. (e) No investigation pursuant to this Section 7.03 shall affect any representation, warranty, covenant or agreement in this Agreement of any party hereto or any condition to the confidentiality letter agreement, dated April 16, 2025, between obligations of the Company and Parent, as amended (the “Confidentiality Agreement”)parties hereto.

Access to Information; Confidentiality. Except if prohibited by any From the date hereof through the Effective Time, upon reasonable notice and subject to applicable Law, the Company shall and shall cause its Subsidiaries and their respective representatives to afford to Parent and the Purchaser and to Parent’s their respective officers, employees, accountants, counsel, financial advisors and other representatives (the “Parent Representatives, ”) reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation to such of the business properties, books, contracts, commitments, records, officers and employees of the Company) during the period prior Company and its Subsidiaries and such financial and operating data and such other information with respect to the earlier business and operations of the Effective Time or the termination of this Agreement to Company and its properties, books and records, Contracts and personnel, and, during such periodSubsidiaries as Parent, the Company shall furnish, as promptly as reasonably practicable, to Purchaser or Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceIn addition, the Company shall, and shall not cause each of its Subsidiaries to, furnish promptly to Parent (a) a copy of each material report, schedule, registration statement and other document filed by it with any Governmental Entity and (b) the internal or external reports prepared by it and/or its Subsidiaries in the ordinary course that are reasonably required by Parent promptly after such reports are made available to the Company’s personnel. Neither the Company nor any of its Subsidiaries shall be required to afford provide access to or furnish to disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege of the Company, violate applicable Law such Person or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain contravene any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between in which latter case the Company and its Subsidiaries shall provide access to or disclose such information to the fullest extent permitted by such Law and shall cooperate with Parent in seeking all necessary exemptions, permits or other consents or approvals to permit the Company and its Subsidiaries to provide Parent (or, if necessary, its counsel or other representatives in lieu of Parent) access to or to disclose to Parent, such information. Parent shall hold any such information in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated as of March 13, 2006, between Parent and the Company (as it may be amended (from time to time, the “Confidentiality Agreement”). Any investigation by Parent shall not affect the representations and warranties of the Company.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board or the Special Committee (including any presentations or other materials prepared by or for the Company BoardBoard or the Special Committee) where the Company Board or the Special Committee discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreementagreement dated November 11, dated April 16, 2025, 2023 between the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by The Company agrees to (i) permit Park Sterling and Park Sterling’s Representatives to visit and inspect or investigate the properties of the Company and the Company’s Subsidiaries to examine the corporate books, data, files, information, documents, correspondence, records and other materials Park Sterling may reasonably request and (ii) provide Park Sterling with access to the Representatives, vendors and any applicable Lawothers having business dealings with the Company or its Subsidiaries for the purpose of such meetings and communications as Park Sterling reasonably desires, including to discuss the affairs, business, operations, condition, finances and accounts of the Company or its Subsidiaries and for integration planning (and the Company shall afford cause such Subsidiaries, Representatives and vendors to Parent cooperate with such discussions), all upon reasonable notice and at such reasonable times and as often as Park Sterling may reasonably request. Any inspection or investigation pursuant to Parent’s Representatives, reasonable access this Section 6.2 shall be conducted during normal business hours (under the supervision of appropriate personnel and in a such manner that does as not to interfere unreasonably interfere with the normal operation conduct of the business of the Company) during , the period prior to Bank and the earlier Company’s Subsidiaries, and nothing herein shall require any Representative of the Effective Time or the termination of this Agreement Company to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that disclose any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions prohibited by applicable Law or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) that such disclosure would cause a loss of privilege to the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; any Subsidiary (provided, that the Company will use shall make appropriate substitute disclosure arrangements under circumstances where such restrictions apply). No inspection or investigation by Park Sterling (or knowledge acquired or that could have been acquired thereby) shall affect the ability of Park Sterling to rely on the representations and warranties of the Company. The Company agrees to distribute any notices requested by Park Sterling, including any and all notices to employees of the Company or its reasonable efforts Subsidiaries in a form approved by Park Sterling and reasonably acceptable to obtain the Company. In addition any required consents for communications by the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement Company or similar arrangement to avoid loss of attorney-client privilege) its Subsidiaries with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 its employees shall be subject to prior review and comment by Park Sterling and none of the Company or any of its Subsidiaries shall make any promises or commitments to its employees with respect to employment by the Company, Park Sterling or any of their respective Subsidiaries or the terms and conditions thereof. All information furnished by any Party or any of its Representatives in connection with this Agreement and the transactions contemplated hereby shall be subject to, and the receiving Party shall in each case hold all such information in confidence in accordance with, the provisions of the confidentiality letter agreement, dated April 16as of January 13, 20252014, between Park Sterling and Sandler ▇’▇▇▇▇▇ & Partners, L.P. on behalf of the Company and ParentCompany, with each such receiving Party subject to such restrictions as amended the recipient (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable (a) Upon reasonable notice and subject to Applicable Law, each of the Company and Parent shall, and each shall cause its Subsidiaries to, afford to Parent the other party and to Parent’s its Representatives, reasonable access access, during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior from the date of this Agreement to the earlier of the First Merger Effective Time or the termination of this Agreement Agreement, to all of its properties, books books, contracts and records, Contracts and personnel, and, during such period, each of the Company and Parent shall, and each shall furnishcause its Subsidiaries to, as promptly as reasonably practicable, make available to Parent such the other party all other information concerning its businessbusinesses, properties and personnel as Parent or Parent’s Representatives the other may reasonably request; provided, that any such access and instruct its Representatives to reasonably cooperate with the other party in its investigation. All information furnished pursuant to this Agreement shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms confidentiality agreement, dated as of a confidentiality agreement with a third party entered into prior May 24, 2015, between Parent and the Company (the “Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 8.01 shall affect or be deemed to modify any representation or warranty made by the Company or Parent pursuant to this Agreement. (b) Notwithstanding anything to the Agreement Datecontrary in Sections 8.01, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations 8.02 or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale 8.03, none of the Company, Parent or a material portion any of their respective Subsidiaries shall be required to provide access to its assetsproperties, tobooks, the license of a material portion of the Company’s assets tocontracts, records or personnel if such access would unreasonably disrupt its operations, or combination of the Company with, any other Person, (B) any Company Takeover Proposal provide access to or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording to disclose information where such access or furnishing such information disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any Applicable Law, fiduciary duty or binding agreement entered into prior to the Companydate of this Agreement; provided that each of the Company and Parent shall, violate applicable Law and each shall cause its Subsidiaries to, use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including redacting such information (i) to remove references concerning valuation, (ii) as necessary to comply with contractual arrangements in effect on or result in antitrust risk for after the Companydate hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns); provided, however, that in no event shall either party have access to individual performance or evaluation records, medical histories or other similar information that in the Company will use its reasonable efforts to obtain any required consents for opinion of the applicable party is sensitive or the disclosure of which would reasonably be expected to subject such party or any of its Subsidiaries to risk of liability. Each of the Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under Section 8.01 or Section 8.02 as “Outside Counsel Only Material.” Such materials and the information and take such other reasonable action (including entering into a contained therein shall be given only to the outside counsel of the recipient and, subject to any additional confidentiality or joint defense agreement the parties may mutually propose and enter into, will not be disclosed by such outside counsel to employees, officers or similar arrangement to avoid loss directors of attorney-client privilege) with respect to such information as the recipient unless express permission is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to obtained in advance from the confidentiality letter agreement, dated April 16, 2025, between source of the materials (the Company and or Parent, as amended (the “Confidentiality Agreement”)case may be) or its legal counsel.

Access to Information; Confidentiality. (a) Except if as prohibited by any applicable Law, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, the Company shall afford will, and will cause its Subsidiaries to, use commercially reasonable efforts, upon reasonable advance notice, and subject to applicable governmental restrictions and recommendations, to (i) give Parent and to Parent’s Representatives, Merger Sub and their respective Representatives reasonable access during normal business hours (under the supervision of appropriate Company personnel and in a manner that does not unreasonably interfere with the normal operation of the business operations of the Company) during to relevant employees, Representatives, assets and facilities and to relevant books, contracts and records of the period prior Company and its Subsidiaries, (ii) permit Parent and Merger Sub to make such non-invasive inspections as they may reasonably request, (iii) furnish Parent and Merger Sub with such financial and operating data and other information with respect to the earlier business, properties, and personnel of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives Merger Sub may from time to time reasonably request, and (iv) facilitate site visits by Parent or any of its Representatives at any facility of a third-party contract manufacturer of the Company or any of its Subsidiaries; provided, that any such access shall will be afforded and any such information shall will be furnished at Parent’s expense. Notwithstanding ; provided, further, that the immediately preceding sentencepurpose of any such access, in the case of clause (i), or any such request, in the case of clauses (ii), (iii) or (iv), will be limited to reasonable business purposes, including the planning of any restructuring, the Company shall not be required to afford access post-Closing operations or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale integration of the Company, its Subsidiaries, and their respective businesses, on the one hand, with Parent, Parent’s Subsidiaries, and their respective businesses, on the other hand. (b) Information obtained by Parent or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged Merger Sub pursuant to this Section 7.01 shall 5.2(a) will constitute “Confidential Information” under the Confidentiality Agreement and will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended (the “Confidentiality Agreement”), with such Confidentiality Agreement hereby amended to limit the permitted use of any information supplied pursuant to Section 5.2(a) to the purpose specified herein.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement Agreement, subject to its the restrictions and/or consent obligations of any third-party agreement or Applicable Law, XETA shall allow the Parent Parties and their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours, at the Parent Parties’ sole risk and expense, to all facilities, properties, personnel, books and records, Contracts records of XETA and personnel, and, during such period, the Company shall furnishits subsidiaries, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably requestapplicable; provided, that no investigation pursuant to this Section 5.2 shall affect any such access representation or warranty given by XETA hereunder; and provided, further, that notwithstanding the provision of information by XETA or investigation by the Parent Parties, XETA shall not be afforded deemed to make any representation or warranty except as expressly set forth in this Agreement. The Parent Parties agree to conduct their investigation in a manner that does not interfere unreasonably with the operations of XETA and its subsidiaries or with the prompt and timely discharge of the duties of XETA’s employees. The Parent Parties agree to indemnify and hold XETA and its subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the Parent Parties, and any such information loss, damage to or destruction of any property owned by XETA or its subsidiaries or others (including claims or liabilities for loss of use of any property) to the extent resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the business or property sites of XETA or its subsidiaries prior to the completion of the Merger, whether pursuant to this Section 5.2 or otherwise. XETA shall be furnished at Parent’s expensefurnish as promptly as practicable to Parent an unaudited monthly consolidated balance sheet of XETA and its subsidiaries for the month then ended and related consolidated statements of earnings, cash flows and shareholders’ equity (which XETA will use reasonable best efforts to furnish no later than ten business days after the end of each month). Notwithstanding the immediately preceding sentenceforegoing, the Company XETA shall not be required to afford provide access to or furnish otherwise disclose information to the extent (i) if such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize jeopardize, the attorney-client privilege, work product doctrine or other applicable privilege concerning legal proceedings or governmental investigations or which it is required to keep confidential by reason of contract or agreement with third parties or by reason of Applicable Law (in which case the parties will make appropriate substitute disclosure arrangements, if such arrangements can be made by the parties using their reasonable best efforts). None of the CompanyParent Parties or any of their officers, violate applicable Law employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or result in antitrust risk for other advisors shall conduct any environmental testing or sampling on any of the Company; providedbusiness or property sites of XETA or its subsidiaries prior to the completion of the Merger without the prior written consent of XETA. (b) Any information obtained by Parent or Sub or their respective directors, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to advisors under this Section 7.01 5.2 shall be subject to the confidentiality and use restrictions contained in that certain letter agreementagreement between XETA and Parent dated December 3, dated April 16, 2025, between the Company and Parent, as amended 2010 (the “Confidentiality Agreement”), as if Sub were made party thereto.

Access to Information; Confidentiality. (a) Except if prohibited by any for competitively sensitive information as to which access, use and treatment is subject to applicable Lawlaw, the Company Company, the FUMI Share Trust and their respective subsidiaries shall afford to Parent the other parties and to Parent’s Representativestheir respective accountants, counsel, financial advisors and other representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during upon reasonable notice throughout the period prior to from the earlier of date hereof through the Effective Time or the termination of this Agreement to its their respective properties, books books, Contracts, commitments and records, Contracts and personnel, records and, during such period, the Company shall furnish, as furnish promptly as reasonably practicable, to Parent such information concerning its businesstheir businesses, properties and personnel as Parent or Parent’s Representatives may such parties shall reasonably requestrequest (including for purposes of determining the Escrow Amount); provided, however, that any such access investigation shall not unreasonably disrupt the Company's, the FUMI Share Trust's or their respective subsidiaries' operations. All nonpublic information provided to, or obtained by, Gotham or its Representative (as defined in the Confidentiality Agreement) in connection with the transactions contemplated hereby shall be afforded "Confidential Information" for purposes of the Confidentiality Agreement dated August 9, 2001 between Gotham and any the Company (the "CONFIDENTIALITY AGREEMENT"), the terms of which shall continue in force until the Effective Time; provided that Gotham, GGC and the Company may disclose such information shall as may be furnished at Parent’s expense. Notwithstanding necessary in connection with seeking the immediately preceding sentenceGGP Required Approvals, the Company Required Approvals and the Company Shareholder Approval. The foregoing notwithstanding, the Company, the FUMI Share Trust and their respective subsidiaries shall not be required to afford access or furnish provide any information which it reasonably believes it may not provide to the extent (i) other parties by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company, the FUMI Share Trust or any of their respective subsidiaries is required to keep confidential by reason of contract, agreement or understanding with third parties; provided, however, that in the event the Company, the FUMI Share Trust or their respective subsidiaries do not provide such information is subject information, each shall provide, in writing, to the terms party requesting such information, the reason or reasons for its refusal to provide such information. (b) The foregoing notwithstanding, the Company shall promptly advise Gotham, GGC and GGP orally and in writing of a confidentiality agreement with a third party entered into prior any change, circumstance or event that, individually or in the aggregate, has caused or could reasonably be expected to the Agreement Date, (ii) such information relates to the applicable portions cause any of the minutes of the meetings representations and warranties of the Company Board (including any presentations and the FUMI Share Trust on behalf of themselves and their respective subsidiaries contained in this Agreement not to be true and correct in all material respects at or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale as of the CompanyEffective Time, or a material portion as though made at and as of its assetssuch time (or, to, the license if made as of a material portion of the Company’s assets tospecific date, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure at and as of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”date).

Access to Information; Confidentiality. Except From the date of this Agreement until the Effective Time or the date, if prohibited by any any, on which this Agreement is terminated pursuant to Section 8.01, subject to applicable Law, and upon reasonable prior written notice, the Company Company, on the one hand, and Parent, on the other hand, shall, and each shall cause each of their respective Subsidiaries to, afford to Parent the other parties and to Parent’s Representatives, the other parties’ respective Representatives reasonable access during normal business hours (under the supervision to all of appropriate their and their respective Subsidiaries’ properties, offices, personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, records and, during such period, the Company Company, on the one hand, and Parent, on the other hand, shall, and each shall furnishcause each of their respective Subsidiaries to, as furnish promptly as reasonably practicableto the other parties all financial, to Parent such operating and other data and information concerning its business, properties and personnel as Parent or Parent’s Representatives each may reasonably request; provided, however, that any such access shall be afforded not interfere unreasonably with the business or operations of the party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by such party’s employees of their normal duties. Neither the Company, nor Parent, nor any such information of their respective Subsidiaries shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) provide access to or to disclose information where such information is subject access or disclosure would reasonably be expected to jeopardize the terms attorney-client, attorney work product or other legal privilege of the disclosing party (provided that the disclosing party shall use its reasonable best efforts to allow for such access or disclosure in a confidentiality manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any Law, legal duty or binding agreement with a third party entered into prior to the date of this Agreement Date(provided that the disclosing party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or agreement) or (ii) provide access to or to disclose such information relates to the applicable portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure is reasonably likely to result in antitrust difficulties for the minutes disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the meetings representations and warranties of the Company Board (including any presentations or other materials prepared by or for and the Company Board) where OP, on the Company Board discussed (one hand, or is information otherwise related to) (A) of Parent, Parent OP and Merger Sub, on the Transactions other hand, contained in this Agreement or any similar transaction involving condition to the sale obligations of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableparties under this Agreement. All information exchanged pursuant to this Section 7.01 6.02 shall be subject to the confidentiality letter non-disclosure agreement, dated April 16as of June 8, 20252021, between the Company and Parent, as amended Parent (or one of its upstream Affiliates) (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior this Agreement to the earlier of the Effective Time or and the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodin accordance with Article 7, the Company shall, and shall furnishcause the Company Subsidiaries to (i) provide to Parent and Merger Sub and their respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, financing sources (including the Financing Sources) and authorized agents (collectively, the “Parent Representatives”) reasonable access, during normal business hours in such a manner as promptly as reasonably practicablenot to interfere unreasonably with the operation of any business conducted by the Company and the Company Subsidiaries, upon prior written notice to the Company, to Parent the officers, employees, properties, Company Permits, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning its the business, properties properties, Contracts, Company Permits, personnel, assets and personnel liabilities of the Company and the Company Subsidiaries as Parent or Parent’s the Parent Representatives may reasonably request; provided, provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) believes, in its reasonable good faith judgment, that doing so would (A) result in the Transactions loss of attorney-client, work product or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Personprivilege, (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Takeover Proposal Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Company Subsidiary is a party or (C) breach, contravene or violate any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company(including Competition Laws); provided, that the Company will shall use its reasonable best efforts to obtain any required consents for the disclosure of cause such information to be provided in a manner that would not violate the foregoing. (b) Each of Parent and take such other reasonable action (including entering into a joint defense agreement Merger Sub hereby agrees that all information provided to it or similar arrangement to avoid loss any Parent Representatives in connection with this Agreement and the consummation of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 the transactions contemplated hereby shall be subject deemed to be “Information,” as such term is used in, and shall be treated in accordance with, the confidentiality letter agreement, dated April 16effective as of March 7, 20252018, between the Company and Parent, as amended Parent (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company Target shall afford to Parent Acq Corp, and to Parent’s RepresentativesAcq Corp's officers, employees, accountants, counsel, financial advisers and other representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or to all the termination of this Agreement to its properties, books books, contracts, commitments and records, Contracts records of Target and personnel, its Subsidiaries and, during such period, Target shall furnish promptly to Acq Corp (a) a copy of each report, schedule, registration statement and other document filed by it or its Subsidiaries during such period pursuant to the Company shall furnish, as promptly as reasonably practicable, to Parent such requirements of Federal or state securities laws and (b) all other information concerning its or its Subsidiaries' business, properties and personnel as Parent or Parent’s Representatives Acq Corp may reasonably request. Except as otherwise agreed to by Target, notwithstanding termination of this Agreement, Acq Corp will keep, and will cause its officers, employees, accountants, counsel, financial advisers and other representatives and affiliates to keep, all Confidential Information (as defined below) confidential and not to disclose any Confidential Information to any Person other than Acq Corp's or Acq Corp's directors, officers, employees, affiliates or agents, and then only on a confidential basis; providedPROVIDED, HOWEVER, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent Acq Corp may disclose Confidential Information (i) such as required by law, rule, regulation or judicial process, including as required to be disclosed in connection with the Merger, the Registration Statement and the Other Filings, (ii) to its attorneys, accountants and financial advisors or (iii) as requested or required by any Governmental Entity. For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall include all information about Target which has been furnished by Target to Acq Corp; PROVIDED, HOWEVER, that Confidential Information does not include information which (x) is subject or becomes generally available to the terms public other than as a result of a disclosure by Acq Corp, its attorneys, accountants or financial advisors not permitted by this Agreement, (y) was available to Acq Corp on a non-confidential basis prior to its disclosure to Acq Corp by Target or (z) becomes available to Acq Corp on a non-confidential basis from a Person other than Target who, to the Knowledge of Acq Corp, is not otherwise bound by a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (Target or is not otherwise prohibited from transmitting the relevant information otherwise related to) (A) to Acq Corp. In the Transactions or event of termination of this Agreement for any similar transaction involving the sale of the Companyreason, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts Acq Corp shall promptly return all Confidential Information to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)Target.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the The Company shall afford to Parent Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or and the termination of this Agreement to all of its and its Subsidiaries’ properties, books and records, Contracts records and personnelto those employees of the Company to whom Parent reasonably requests access, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such all information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Parent’s Representatives may reasonably request; providedrequest (including the right to conduct Phase I Environmental Site Assessments, it being agreed, however, that the foregoing shall not permit Parent or any such access shall be afforded and Representatives to conduct any such information shall be furnished at Parent’s expenseenvironmental testing or sampling). Notwithstanding the immediately preceding sentenceforegoing, neither the Company nor any of its Subsidiaries shall not be required to afford provide access to or furnish disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company reasonably determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege of the Company, violate applicable Company or any of its Subsidiaries or contravene any Law or result in antitrust risk for the Company; provided, that any Contract to which the Company will use or any of its reasonable efforts to obtain any required consents Subsidiaries is subject. The parties shall make appropriate substitute disclosure arrangements in circumstances where the previous sentence applies. Except for disclosures expressly permitted by the disclosure terms of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the that certain confidentiality letter agreementagreement dated as of February 3, dated April 16, 20252010, between Parent and the Company and Parent(as it may be amended from time to time, as amended (the “Confidentiality Agreement”), Parent shall hold, and shall cause their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. Except if prohibited (a) To the extent permitted by any applicable Law, the Company shall afford to Parent Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors, financing sources (and their advisors) and other Representatives, reasonable access during normal business hours (under and upon reasonable prior notice to the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) Company during the period prior to the earlier of the Effective Time or the termination of this Agreement to all its and its Subsidiaries’ properties, books books, Contracts, commitments, personnel and records, Contracts and personnel, and, during such period, the Company shall furnish, as furnish promptly as reasonably practicable, to Parent (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws and (ii) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or Parent’s Representatives may reasonably request; providedprovided that such access and inspections shall not unreasonably disrupt the operations of the Company or its Subsidiaries; and provided further, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to (or to cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent (i) such information is subject to that doing so would result in a violation of law, result in the terms loss of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, (provided that the Company will shall use its reasonable best efforts to obtain any required consents allow for the such access or disclosure of such information and take such other reasonable action (including entering into in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege, including through the use of joint defense agreements) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be which are subject to confidentiality obligations owing to third parties. Without limiting the confidentiality letter agreement, dated April 16, 2025foregoing, between the date hereof and the Effective Time, the Company shall (and shall cause its Affiliates to) reasonably cooperate with Parent in connection with Parent securing financing to consummate the Merger (including debt and/or equity financing), including, without limitation, cooperating with the Parent in obtaining appraisals of the assets of the Company and its Subsidiaries, sending notices to reflect the change of control, obtaining reasonable access to the Company’s accountants and their work papers, making employees of the Company and its Subsidiaries reasonably available, providing all financial information relating to the Company and its Subsidiaries as may be reasonably requested by Parent, and permitting Parent and its accountants reasonable access to the Company and its Subsidiaries. In addition, the Company shall deliver estimated and reasonably detailed final monthly financial results and statements to Parent as amended promptly as practicable following each of their preparation at the end of each fiscal month. Nothing contained in this Agreement shall give to Parent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time in any unlawful manner. (b) Except for disclosures expressly permitted by the terms of the Mutual Non-Disclosure Agreement effective as of November 2005 between Parent and the Company (the “Confidentiality Agreement”), (i) Parent shall hold, and shall cause its Subsidiaries and their respective directors, officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and (ii) the Company shall hold, and shall cause its Subsidiaries and their respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Parent, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement. (c) No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement shall affect the representations, warranties, covenants or agreements of the parties (or remedies with respect thereto) or the conditions precedent to the obligations of the parties under this Agreement to effect the Closing or otherwise (i.e., no such investigation, information or knowledge of any event, fact, or circumstance shall be deemed to vitiate any rights of any party hereto). (d) The Company shall use its best efforts to file with the SEC when due under law its Reports on Form 10-K and Form 10-Q.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall afford to Parent Parent, Merger Sub and to Parent’s their respective Representatives, reasonable access during normal business hours (and upon reasonable advance notice, under the supervision of appropriate the Company’s or its Subsidiaries’ personnel and in a manner that does as shall not unreasonably interfere with the normal operation business or operations of the business of the Company) Company or any Subsidiary thereof, during the period prior to from the date of this Agreement until the earlier of the Effective Time or and the termination of this Agreement pursuant to its Article IX to all of the properties, books and records, Contracts records of the Company and personnelits Subsidiaries, and, during such period, the Company shall furnish, furnish as promptly as reasonably practicable, practicable to Parent such all information concerning its the business, properties and personnel of the Company and its Subsidiaries as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford provide access to or furnish disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company reasonably determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the protection of the attorney-client or any other privilege of the Company, violate contravene any Law, any fiduciary duty or any Contract to which the Company is a party or cause significant competitive harm to the Company and its business if the transactions contemplated by this Agreement are not consummated, so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not contravene the applicable Law or result in antitrust risk for Contract or waive the Company’s privilege with respect thereto; provided, that the Company will use its reasonable efforts such access and information shall be granted or made available, as applicable, to obtain any required consents external counsel for the disclosure of such information and take such other reasonable action Parent (including subject to external counsel entering into a joint defense customary common interest agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure the Company, on terms mutually agreeable to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject and the Company) to the confidentiality letter agreementextent required for the purpose of complying with applicable Laws, including Antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not contact any suppliers to, or customers of, the Company or its Subsidiaries and Parent shall have no right to perform invasive or subsurface investigations of any owned or leased real property of the Company or its Subsidiaries. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated April 16February 17, 20252012, between Parent and the Company and Parent, as amended (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Except if prohibited (a) During the Interim Period, to the extent permitted by any applicable LawLaw and contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company Parties shall, and shall cause each of the Company Subsidiaries to, afford to the Parent and to Parties, Parent’s Representatives, financing sources and their respective Representatives reasonable access during normal business hours (under the supervision and upon reasonable advance notice to all of appropriate their respective properties, offices, books, contracts, commitments, personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, records and, during such period, each of the Company Parties shall, and shall furnishcause each of the Company Subsidiaries to, as furnish reasonably promptly as reasonably practicableto the Parent Parties (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to Parent such the requirements of federal or state securities Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as the Parent or Parent’s Representatives Parties may reasonably request; provided. (b) Prior to the Closing, with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), the Parent Parties, at their own expense, shall have the right to such reasonable access during normal business hours in order to prepare or cause to be prepared surveys, inspections, engineering studies, environmental assessments and other tests, examinations or studies with respect to each Company Property that the Parent Parties deem to be reasonably necessary (collectively, “Tests”), so long as such Tests do not damage any property or any portion thereof in any material respect. The Parent Parties shall be required to conduct such Tests in a manner so as not to significantly disturb or interfere with the current use of the Company Properties, and upon completion of such Tests, the Parent Parties agree at their sole expense to restore the Company Properties in all material respects to their respective conditions immediately prior to such Tests. The Parent Parties shall indemnify, defend (with counsel reasonably satisfactory to the Company Parties), protect and hold the Company Parties and all Company Subsidiaries harmless from and against any and all liability, loss, cost, damage or expense (including reasonable attorneys fees and costs), that the Company Parties or any Company Subsidiaries sustain or incur by reason of or in connection with any Tests conducted by the Parent Parties or their Representatives relating to or in connection with the Company Properties, or entry by the Parent Parties or their Representatives onto the Company Properties, solely to the extent that such Tests or entries were the proximate cause of any such access shall be afforded and any such information shall be furnished at Parent’s losses, costs, damages or expense. . (c) Notwithstanding the immediately preceding sentenceforegoing, the Company Parties shall not be required by this Section 6.4 to afford provide the Parent Parties, Parent’s financing sources or their respective Representatives with access to or furnish to disclose information to the extent (ix) such information that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement Dateor entered into after the date of this Agreement in the ordinary course of business consistent with past practice (provided, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; providedhowever, that the Company will Parties shall use its their commercially reasonable efforts to obtain any the required consents for consent of such third party to such access or disclosure), (y) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the Company Parties shall use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty) or (z) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the Company Parties shall use their commercially reasonable efforts to allow for such information and take such other reasonable action (including entering into access or disclosure to the extent that does not result in a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing any such attorney-client privilege client, attorney work product or violating applicable Law, as applicable. All information exchanged pursuant other legal privilege). (d) The Parent Parties shall use their commercially reasonable efforts to this Section 7.01 shall be subject minimize any disruption to the confidentiality letter agreement, dated April 16, 2025, between business of the Company Parties or any Company Subsidiaries that may result from any requests for access, data or information hereunder. Prior to the Effective Time, without prior notice to and Parentreasonable consultation with the Company, as amended each of the Parent Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with the employees of the Company Parties or any Company Subsidiary (other than those employees set forth on Section 6.4(d) of the “Company Disclosure Letter) or tenants, lenders or other parties with which the Company Parties or any Company Subsidiary has a business relationship regarding the business of the Company Parties and the Company Subsidiaries or this Agreement and the transactions contemplated hereby. (e) Each of the parties hereto will hold, and will cause its Representatives, financing sources and Affiliates to hold, any nonpublic information of the other in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement”). (f) The Company Parties agree to give prompt written notice to the Parent Parties upon becoming aware of the occurrence or impending occurrence of any event or circumstance relating to it or any of the Company Subsidiaries which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination date of this Agreement to the Effective Time, AirTran shall, and shall cause its propertiesRepresentatives to, books permit Southwest and Southwest’s Representatives to have reasonable access to AirTran’s Representatives and the facilities, books, records, Contracts Contracts, and personneldocuments of or pertaining to AirTran or the AirTran Subsidiaries within AirTran’s possession or control or over which AirTran may, andwith reasonable best efforts, during such periodobtain possession or control, the Company and shall furnishfurnish Southwest and Merger Sub with all financial, operating, and other data and information as promptly as reasonably practicableSouthwest or Merger Sub, to Parent such information concerning through its businessRepresentatives, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, however, that any such access shall be afforded and any such to competitively sensitive marketing or fare or route planning information shall only be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information provided to the extent that such access would not violate applicable Law as determined in good faith by AirTran (after consultation with outside legal counsel); and provided further, that the foregoing shall not require AirTran (i) to permit any inspection, or to disclose any information, that (x) in the good faith judgment of AirTran would result in the disclosure of any trade secrets of third Persons to whom AirTran or any AirTran Subsidiary owes a duty of confidentiality or (y) violate any of AirTran’s obligations with respect to confidentiality if in each such information is subject case AirTran shall have promptly used reasonable best efforts to obtain the terms consent of a confidentiality agreement with a such third party entered into prior Person to the Agreement Datesuch inspection or disclosure, (ii) such to disclose any privileged information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions AirTran or any similar transaction involving AirTran Subsidiary if such disclosure would reasonably be likely to result in the sale loss of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Eventsuch privileged information, or (iii) to permit invasive testing of any of AirTran’s or any AirTran Subsidiary’s real property. In no event shall AirTran be required to supply to Southwest, or Southwest’s officers, employees, accountants, counsel, or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of AirTran, except to the Company determines extent necessary or advisable for use in good faith after consulting the Proxy Statement and Form S-4 or as required under Section 5.6. Any investigation pursuant to this Section 6.3(a) shall be conducted in a manner which will not interfere unreasonably with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege conduct of the Company, violate applicable Law or result in antitrust risk for business of the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableparty. All information exchanged pursuant to this Section 7.01 6.3(a) shall be subject to the confidentiality letter agreementagreement dated June 22, dated April 16, 2025, 2010 between the Company AirTran and Parent, as amended Southwest (the “Confidentiality Agreement”). (b) In the event of the termination of this Agreement in accordance with ARTICLE VIII, the parties shall, and shall use reasonable best efforts to cause their respective Representatives to, return promptly every document furnished to them by the other party or parties or any Representative of the other party in connection with the Merger and all copies thereof in their possession, and cause any other parties to whom such documents may have been furnished promptly to return such documents and all copies thereof.

Access to Information; Confidentiality. (a) Except if (i) as otherwise prohibited by applicable Law or the terms of any applicable LawContract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided that the Company shall use reasonable best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client, attorney work product or other legal privilege), during the Pre-Closing Period, the Company shall afford and shall cause the Company Subsidiaries and their respective Representatives to: (x) provide to Parent the Merger Corporation and to Parent’s Representativesits Representatives (including Debt Financing Sources) reasonable access, reasonable access during normal business hours and upon reasonable prior notice to the Company by the Merger Corporation, to the officers, employees, properties and offices and other facilities of the Company and the Company Subsidiaries, and to the material books and records thereof and (under y) furnish promptly to the supervision Merger Corporation such information concerning the business, properties, Contracts, assets, liabilities and personnel of appropriate personnel the Company and the Company Subsidiaries as the Merger Corporation or its Representatives may reasonably request (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 7.04, to any Acquisition Proposal or any other transactions potentially competing with or alternative to the Transactions). In the event that the Company or the Company Subsidiaries are withholding access or information requested by the Merger Corporation or its Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.03, the Company shall give notice to the Merger Corporation of such fact and shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. Any investigation conducted pursuant to the access contemplated by this Section 7.03 shall be conducted in a manner that does not (A) unreasonably interfere with the normal operation conduct of the business of the CompanyCompany and the Company Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, employees and other authorized Representatives of the Company or the Company Subsidiaries of their normal duties or (B) during create a risk of damage or destruction to any property or assets of the period prior Company or the Company Subsidiaries. Any access to the earlier properties of the Effective Time or the termination of this Agreement to its properties, books Company and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall Subsidiaries will be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the applicable Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its Subsidiary’s reasonable efforts to obtain any required consents for the disclosure of such information security measures and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableinsurance requirements. All information exchanged requests for access pursuant to this Section 7.01 7.03 must be directed to specified Representatives of the Company from time to time. (b) All information obtained by the Merger Corporation or its Representatives pursuant to this Article VII shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 16May 2, 2025, between the Company and Parent, as amended 2025 (the “Confidentiality Agreement”), between BCP FC Aggregator L.P. and the Company.

Access to Information; Confidentiality. (a) Except if (i) as otherwise prohibited by applicable Law or the terms of any applicable LawContract or (ii) as would be reasonably expected to result in the loss of any attorney-client, attorney work product, or other legal privilege (provided, that the Company Entities shall use reasonable best efforts to allow the disclosure of such information (or as much of it as reasonably possible) in a manner that does not, in the case of clause (i), result in a violation of Law or the terms of any Contract (and so long as the Company Entities have used, or has caused the Company Subsidiaries, as applicable, to use, reasonable best efforts to obtain a waiver with respect to such violation of Contract), or, in the case of clause (ii), result in a loss of attorney-client attorney work product or other legal privilege), during the Pre-Closing Period, subject to the restrictions or limitations as are reasonable in response to any Pandemic, including the adoption of any Pandemic Measures, the Company Entities shall afford and shall cause the Company Subsidiaries and their respective Representatives to, solely for purposes that are, in good faith, related to the consummation of the Mergers (or the financing of the Transactions) or the post-Closing operations, financing or integration of the Surviving Company and its Subsidiaries with the Parent Entities and their Affiliates, and at the Parent Entities’ expense: (x) provide to Parent’s Representativesthe Parent Entities and their respective Representatives (including Debt Financing Sources and Preferred Equity Investors) reasonable access, reasonable access during normal business hours and upon reasonable prior notice to the Company Entities by the Parent Entities, to the officers, employees, properties and offices and other facilities of the Company Entities and the Company Subsidiaries, and to the material books and records thereof and (under y) furnish promptly to the supervision Parent Entities such information concerning the business, properties, Contracts, assets, liabilities and personnel of appropriate personnel the Company Entities and the Company Subsidiaries as the Parent Entities or their respective Representatives may reasonably request. In the event that the Company Entities or the Company Subsidiaries are withholding access or information requested by the Parent Entities or their respective Representatives in accordance with clauses (i) or (ii) of the first sentence of this Section 7.02, the Company Entities shall give notice to the Parent Entities of such fact, shall use reasonable best efforts to effect reasonable substitute virtual access or disclosure arrangements. Nothing in this Section 7.02 shall be construed to require the Company Entities, the Company Subsidiaries or any of their respective Representatives to provide (I) any of the foregoing information to the extent related to the negotiation of this Agreement or, except as expressly set forth in Section 7.03, any Acquisition Proposal or any deliberation of the Executive Committee or the Special Committee regarding any Acquisition Proposal or Adverse Recommendation Change, as applicable or (II) any opinion to the Parent Entities. Any investigation conducted pursuant to the access contemplated by this Section 7.02 shall be conducted in a manner that does not (A) unreasonably interfere with the normal operation conduct of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books Company Entities and records, Contracts and personnel, and, during such period, the Company shall furnishSubsidiaries or otherwise result in any significant interference with the prompt and timely discharge by officers, as promptly as reasonably practicable, to Parent such information concerning its business, properties employees and personnel as Parent or Parent’s other authorized Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations Entities or other materials prepared by or for the Company BoardSubsidiaries of their normal duties or (B) where the Company Board discussed (create a risk of damage or is information otherwise related to) (A) the Transactions destruction to any property or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal Entities or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such Subsidiaries. Any access or furnishing such information would jeopardize to the attorney-client privilege properties of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that Company Entities and the Company Subsidiaries will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect be subject to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege Company Entity’s or violating applicable Law, as applicableCompany Subsidiary’s reasonable security measures and insurance requirements. All information exchanged requests for access pursuant to this Section 7.01 7.02 must be directed to specified Representatives of the Company Entities from time to time. (b) All information obtained by the Parent Entities, the Merger Subs or their respective Representatives pursuant to this Article VII shall be subject to kept confidential in accordance with the confidentiality letter amended and restated mutual nondisclosure agreement, dated April 16November 2, 2025, between the Company and Parent, as amended 2023 (the “Confidentiality Agreement”), between Silver Lake Technology Management, L.L.C. and the Company.

Access to Information; Confidentiality. Except From the date of this Agreement until the Effective Time or the date, if prohibited by any any, on which this Agreement is terminated pursuant to Section 8.01, subject to applicable Law, and upon reasonable prior written notice, the Company Company, on the one hand, and Parent, on the other hand, shall, and each shall cause each of their respective Subsidiaries to, afford to Parent the other parties and to Parent’s Representatives, the other parties’ respective Representatives reasonable access during normal business hours (under the supervision to all of appropriate their and their respective Subsidiaries’ properties, offices, personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, records and, during such period, the Company Company, on the one hand, and Parent, on the other hand, shall, and each shall furnishcause each of their respective Subsidiaries to, as furnish promptly as reasonably practicableto the other parties all financial, to Parent such operating and other data and information concerning its business, properties and personnel as Parent or Parent’s Representatives each may reasonably request; provided, however, that any such access shall be afforded not interfere unreasonably with the business or operations of the party granting access or otherwise result in any unreasonable interference with the prompt and timely discharge by such party’s employees of their normal duties. Neither the Company, nor Parent, nor any such information of their respective Subsidiaries shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) provide access to or to disclose information where such information is subject access or disclosure would reasonably be expected to jeopardize the terms attorney-client, attorney work product or other legal privilege of the disclosing party (provided that the disclosing party shall use its reasonable best efforts to allow for such access or disclosure in a confidentiality manner that would not reasonably be expected to jeopardize the attorney-client, attorney work product or other legal privilege) or contravene any Law, legal duty or binding agreement with a third party entered into prior to the date of this Agreement Date(provided that the disclosing party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law, legal duty or agreement) or (ii) provide access to or to disclose such information relates to the applicable portions of documents or information relating to pricing or other matters that are highly sensitive where such access or disclosure is reasonably likely to result in antitrust difficulties for the minutes disclosing party or any of its Affiliates. No investigation under this Section 6.02 or otherwise shall affect any of the meetings representations and warranties of the Company Board (including any presentations or other materials prepared by or for and the Company Board) where OP, on the Company Board discussed (one hand, or is information otherwise related to) (A) of Parent, Parent OP, OP Merger Sub and IRT LP LLC, on the Transactions other hand, contained in this Agreement or any similar transaction involving condition to the sale obligations of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableparties under this Agreement. All information exchanged pursuant to this Section 7.01 6.02 shall be subject to the confidentiality letter non-disclosure agreement, dated April 16as of November 5, 20252014, between the Company and Parent, as amended Parent (or one of its upstream Affiliates) (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or the terms of any applicable LawContract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company shall afford (and shall cause the Subsidiaries to), at Parent's expense: (i) provide to Parent and to Parent’s Representativesthe officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, "REPRESENTATIVES") of Parent reasonable access access, during normal business hours and upon reasonable prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof, and (under ii) furnish promptly to Parent such information concerning the supervision of appropriate business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties, PROVIDED, HOWEVER, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.03 shall be reasonably acceptable to the Company, implemented in a manner that does not unreasonably interfere with disrupt the normal operation operations of the business Company or any of the Company) during Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.03, in all material respects, to the period condition existing at such site prior to the earlier taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodCompany, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.03, except that, Parent and Merger Sub shall furnish, as promptly as reasonably practicable, have no obligation to Parent such information concerning its business, properties and personnel as Parent so indemnify or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information hold harmless to the extent (i) any such information is subject to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale negligence of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets toSubsidiaries, or combination one of the Company with, any other Person, their Representatives. (Bb) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by Parent or its Representatives pursuant to this Section 7.01 6.03 shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 16July 12, 20252004 (the "CONFIDENTIALITY AGREEMENT"), between Blackstone Real Estate Acquisitions IV L.L.C. and the Company and Parent, as amended Company. (c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the “Confidentiality Agreement”)obligations of the parties hereto.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toFinancing Document, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and VIALOG executed one or more Confidential Disclosure Agreements (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended Confidentiality Letter. (d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the “Confidentiality Agreement”)obligations of the parties.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Upon reasonable notice, CBOT Holdings shall, and shall cause the Company shall CBOT Holdings Subsidiaries to, afford to Parent the officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and to Parent’s other advisors or representatives (collectively, “Representatives, reasonable ”) of CME Holdings access during normal business hours (under the supervision to all of appropriate CBOT Holdings’ and its Subsidiaries’ properties, books, records, contracts, commitments and personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, and shall cause to be furnished, as promptly as reasonably practicablepracticable to CME Holdings (i) a copy of each material report, schedule and other document filed, furnished, published, announced or received by it during such period pursuant to Parent such the requirements of federal or state securities laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to CBOT Holdings as Parent or Parent’s Representatives CME Holdings may reasonably request; provided, that any such CBOT Holdings may restrict the foregoing access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent required by applicable Law; and provided, further, that the foregoing shall not require CBOT Holdings to permit any inspection, or to disclose any information, that in the reasonable judgment of CBOT Holdings would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CBOT Holdings shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. CBOT Holdings shall keep CME Holdings reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding (iif any) with respect to Taxes and provide to CME Holdings, when available and prior to filing, drafts of any income Tax Returns relating to CBOT Holdings or any CBOT Holdings Subsidiary. CBOT Holdings shall, and shall cause the CBOT Holdings Subsidiaries to, reasonably cooperate with CME Holdings to provide such information is subject (to the terms extent in CBOT Holdings’ or any CBOT Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, at CME Holdings’ sole cost, of a confidentiality agreement with a third party entered into prior an ALTA title policy at Closing, subject, however, to the Agreement Date, (ii) facts and circumstances existing at the time of delivery of such information relates or affidavits, as the case may be. (b) Upon reasonable notice, CME Holdings shall, and shall cause the CME Holdings Subsidiaries to, afford to the applicable portions Representatives of CBOT Holdings access during normal business hours to CME Holdings’ senior financial management personnel to receive periodic updates on financial information regarding CME Holdings and the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the CompanyCME Holdings Subsidiaries; provided, that CME Holdings may restrict the Company will use foregoing access to the extent required by applicable Law; and provided, further, that the foregoing shall not require CME Holdings to permit any inspection, or to disclose any information, that in the reasonable judgment of CME Holdings would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CME Holdings shall have used reasonable best efforts to obtain any required consents for the disclosure consent of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect third party to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege inspection or violating applicable Law, as applicable. disclosure. (c) All information exchanged furnished pursuant to this Section 7.01 6.3 shall be subject to the confidentiality letter agreement, dated April 16as of March 7, 20252006, between the Company CBOT Holdings and Parent, as amended CME Holdings (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.3 shall affect the representations, warranties or conditions to the obligations of the Parties contained herein.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Companya) during During the period prior to from the date of this Agreement through the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8, Stewardship will permit and will cause Stewardship Bank to its permit Columbia full access upon reasonable prior notice and during reasonable business hours to the properties of such Stewardship Entities, and will disclose and make available (together with the right to copy) to Columbia and to the internal auditors, loan review officers, employees, attorneys, accountants and other representatives of Columbia all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of the Stewardship Entities, including all books and of account (including the general ledgers), Tax records, Contracts minute books of directors’ and personnelshareholders’ meetings, andorganizational documents, during such periodbylaws, Contracts, filings with any Regulatory Authority, accountants’ work papers, litigation files (including legal research memoranda), documents relating to assets and title thereto (including abstracts, title insurance policies, surveys, environmental reports, opinions of title and other information relating to the Company shall furnishreal and personal property), as promptly as reasonably practicablePlans affecting employees, securities transfer records and shareholder lists, and any books, papers and records relating to Parent such information concerning any assets, business activities or prospects in which Columbia may have a reasonable interest, including its business, properties interest in planning for integration and personnel as Parent or Parent’s Representatives may reasonably requesttransition with respect to the businesses of the Stewardship Entities; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such the foregoing rights granted to Columbia will in no way affect the nature or scope of the representations, warranties and covenants of Stewardship set forth herein, and (ii) Stewardship will be permitted to keep confidential any information relating to legal matters, regulatory matters or the transactions contemplated by this Agreement that Stewardship reasonably believes is subject to legal privilege or other legal protection that would be compromised by disclosure to Columbia. In addition, Stewardship will instruct the terms officers, employees, counsel and accountants of each of the Stewardship Entities to be reasonably available for, and respond to any questions of, such Columbia representatives during reasonable business hours and upon reasonable prior notice by Columbia to such individuals, and to cooperate fully with Columbia in planning for the integration of the businesses of the Stewardship Entities with the business of Columbia and its Affiliates. (b) Any confidential information or trade secrets of each of the Stewardship Entities received by Columbia, or its Representatives in connection with the Merger or the other transactions contemplated hereby will be treated confidentially and held in confidence pursuant to the Stewardship NDA, and any correspondence, memoranda, records, copies, documents and electronic or other media of any kind containing either such confidential information or trade secrets or both will be destroyed by Columbia or, at Stewardship’s request, returned to Stewardship if this Agreement is terminated as provided in Article 8. Such information will not be used by Columbia or its agents to the detriment of the Stewardship Entities, and will at all times be maintained and held in compliance with this Section 5.3(b) until the Effective Time. (c) In the event that this Agreement is terminated, neither Columbia nor Stewardship will disclose, except as required by Law or pursuant to the request of a confidentiality agreement with a third party entered into prior to Governmental Entity, the Agreement Datebasis or reason for such termination, (ii) such information relates to without the applicable portions consent of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)party.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any applicable Lawattorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall afford to Parent (and to Parent’s Representativesshall cause the Company Subsidiaries to), reasonable access during normal business hours (under the supervision of appropriate personnel of the Company and in such a manner that does as not to unreasonably interfere with the normal operation of the business of the CompanyCompany or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during the period normal business hours and upon reasonable prior notice to the earlier Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the termination of this Agreement Company Subsidiaries and to its properties, the books and records, Contracts records thereof and personnel, and, during such period, the Company shall furnish, (ii) furnish as promptly as reasonably practicable, practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would result in (A) the violation of applicable law, (B) the loss or waiver of any attorney-client (or other legal) privilege, (C) the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger or (D) the breach or violation of the provisions of any Contract to which the Company or any of the Company Subsidiaries is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions); provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding further, that, in the immediately preceding sentencecase of the foregoing clause (A), the Company shall not be required use reasonable best efforts to afford provide such access or furnish information disclosure in a manner that does not violate Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by entering into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (iC), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) such information is subject in a manner that would not result in the disclosure of materials provided to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the Company Board or resolutions or minutes of the meetings of the Company Board (including any presentations Board, in each case, related to or other materials prepared by or for in connection with the Company Board) where ’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale Board’s consideration of the CompanyMerger where such materials, minutes or a material portion of its assets, to, resolutions include matters that are not related to the license of a material portion Company Board’s consideration of the Company’s assets to, or combination of the Company with, any other Person, Merger. (Bb) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by ▇▇▇▇▇▇, Merger Sub or their respective Representatives pursuant to this Section 7.01 6.02 shall be subject to kept confidential in accordance with the confidentiality letter agreementConfidential Disclosure Agreement, dated April 16November 6, 2025, between the Company and Parent, as amended 2023 (the “Confidentiality Agreement”), between Parent and the Company. (c) Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than members of the Company’s senior leadership team), customers, suppliers or distributors of the Company and any Company Subsidiaries regarding the business of the Company or any Company Subsidiary, this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; provided that nothing in this Section 6.02(c) shall prevent Parent, Merger Sub or their respective Affiliates from contacting or otherwise communicating in the ordinary course of business with such customers, suppliers or distributors so long as such communications do not address or otherwise relate to the Company, any Company Subsidiary, their respective businesses, this Agreement or the Transactions. (d) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party or any condition to the obligations of the parties.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the CompanyCompany and the Company Subsidiaries) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its all their respective properties, books and records, Contracts and personnel, personnel and, during such period, the Company shall, and shall cause each Company Subsidiary to, furnish, as promptly as reasonably practicable, to Parent such all information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, neither the Company nor any of the Company Subsidiaries shall not be required to afford access or furnish information to the extent (iand after notice to Parent) (a) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Dateparty, (iib) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets Company to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iiic) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the CompanyCompany or any of the Company Subsidiaries, or violate applicable Law or result in significant antitrust risk for the CompanyCompany or any of the Company Subsidiaries, as applicable; provided, provided that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableParent. All information exchanged pursuant to this Section 7.01 6.01 shall be subject to the confidentiality letter agreementagreement dated December 22, dated April 16, 2025, 2014 between the Company and Parent, as amended Parent (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From the date hereof until the REIT Merger Effective Time, the Company shall, and shall cause each of its Subsidiaries and each of the Company’s and its Subsidiaries’ directors, officers, employees and agents to, afford to Parent and to Parentthe directors, officers, employees, and agents of Parent access upon reasonable notice and at reasonable times without undue interruption (and will request the same from the Company’s Representativesauditors, reasonable access during normal business hours attorneys, financial advisors and lenders) to (under a) the supervision of appropriate personnel properties, books, records and in a manner that does not unreasonably interfere with the normal operation contracts of the business Company and the its Subsidiaries and (b) the officers and employees of the Company and its Subsidiaries; provided, however, that Parent shall obtain the Company) during the period ’s consent, which consent shall not be unreasonably withheld, to a schedule of properties to be visited and officers and employees to be accessed prior to the earlier of the Effective Time any such visits or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the access. The Company shall furnish, as promptly as reasonably practicable, to furnish Parent such financial, operating and other data and information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; . Parent shall indemnify and hold the Company and its Subsidiaries harmless from and against any and all losses or damages incurred by the Company or its Subsidiaries as a result of the Parent’s or the Parent representatives’ inspection of the Company Properties, provided, however that the Parent’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any such access shall be afforded and Company Property has declined in value) arising out of, resulting from or incurred in connection with the discovery of any such information shall be furnished existing condition at Parent’s expensea Company Property. Notwithstanding the immediately preceding sentenceforegoing, neither the Company nor any of its Subsidiaries shall not be required to afford provide access or furnish disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege of the Company, violate applicable Company or its Subsidiaries or contravene any Law or result in antitrust risk for binding agreement entered into prior to the Company; provided, date of this Agreement (provided that the Company will and its Subsidiaries shall use its reasonable best efforts to obtain any required consents for consent from the applicable third party or enter into a customary joint defense agreement to enable the disclosure of such information). (b) Prior to the REIT Merger Effective Time, all information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to obtained by Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject 7.03 and pursuant to the confidentiality letter agreement, dated April 16October 4, 2025, between the Company and Parent, as amended 2007 (the “Company Confidentiality Agreement”), between Parent and the Company, shall be kept confidential in accordance with the Company Confidentiality Agreement. Prior to the REIT Merger Effective Time, all information obtained by the Company pursuant to the confidentiality agreement, dated January 18, 2008 (the “Parent Confidentiality Agreement”), between Parent and the Company, shall be kept confidential in accordance with the Parent Confidentiality Agreement. (c) No investigation pursuant to this Section 7.03 or otherwise shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. Except if prohibited by any Subject to applicable Law, during the Pre-Closing Period and upon reasonable prior notice, the Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent and to Parent’s Representatives, its Representatives reasonable access during normal business hours (under the supervision of appropriate to all their respective properties, books, contracts, commitments, personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, records and, during such periodthe Pre-Closing Period, the Company shall, and shall furnishcause each of the Company Subsidiaries to, as furnish promptly as reasonably practicable, to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of Federal or state securities Laws other than those publicly available in the SEC’s ▇▇▇▇▇ (or successor) system; and (b) all other information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such the Company may withhold any document or information that (A) is subject to the terms of a confidentiality agreement with a third party entered into prior in effect as of the date of this Agreement (provided that the Company shall use its commercially reasonable efforts to obtain the Agreement Daterequired consent of such third party to such access or disclosure); or (B) is subject to any attorney-client, attorney work product or other similar privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of such attorney-client, attorney work product or other similar privilege); and (ii) such information relates to if, in the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale reasonable judgment of the Company, any Law (including antitrust Laws) applicable to the Company requires the Company or a material portion of its assets, toAffiliates to restrict or prohibit access to any such properties or information, the license of a material portion of the Company’s assets toCompany or its Affiliates may so restrict or prohibit such access, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to by designating such information as “Clean Team Only” or “Outside Counsel Only” pursuant to a customary Clean Team Confidentiality Agreement agreed between the parties. If any material is necessary withheld by the Company pursuant to permit disclosure the proviso to Parent the preceding sentence, the Company shall inform ▇▇▇▇▇▇ as to the general nature of what is being withheld and the Company shall use reasonable best efforts to enter into an alternative arrangement, including a “clean-team” agreement, pursuant to which such information may be shared without jeopardizing violating such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 6.5 shall be subject to the confidentiality letter agreement, dated April 16, 2025, Mutual Confidential Disclosure Agreement between Parent and the Company and Parentdated as of August 17, 2023, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From and after the Closing, upon reasonable notice to the Company, the Company shall, and shall cause its Affiliates to, afford or cause to Parent be afforded to the Buyer Parties and to Parent’s Representativestheir Subsidiaries and their employees, counsel, auditors and representatives reasonable access during to the auditors, properties, books, Contracts, commitments and records (including accountant or auditor workpapers, subject to execution of a customary confidentiality agreement by the applicable Buyer Party) relating to the Company, its Subsidiaries or the Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company and its Subsidiaries, in each case, in a manner so as to not unreasonably interfere in any material respect with the normal business hours operations of the business of the Company; provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (under i) violate the supervision terms of appropriate personnel any confidentiality agreement or other Contract with a third party (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure at the applicable Buyer Party’s prior written request and provided, further, that the Company shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not unreasonably interfere with result in a loss of attorney-client privilege), or (iii) violate any Law (provided that the normal operation of the business of the Company) during the period prior Company shall use its reasonable best efforts to the earlier of the Effective Time provide such access or the termination of make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentencecontrary, the Company shall not be required to afford provide any access or furnish make any disclosure to the Buyers pursuant to this Section 5.01(a) to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and any of the Buyers or any of their respective Affiliates, on the other hand, are adverse parties. (b) From and after the Closing, the Company shall hold, and shall use its reasonable best efforts to cause their respective Representatives to hold, in confidence and not to disclose to any other party, and not to use for any purpose other than as expressly required by Law or by this Agreement or the New Merger Agreement, or in connection with reporting Tax information to the Company’s shareholders, any and all information, whether written or oral, concerning the business of Luxco 1A, Luxco 1B, the Transferred Subsidiaries, the Purchased Assets and the Assumed Liabilities, except to the extent (i) that the Company can show that such information (a) is subject generally available to and known by the terms public through no fault of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion any of its assets, to, the license Subsidiaries or any of a material portion their respective Representatives (or Representatives of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal their respective Subsidiaries); or (Cb) is lawfully acquired by any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law any of its Subsidiaries or result any of their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any of the Company or its Subsidiaries or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Company shall promptly notify the Buyer Parties in antitrust risk for writing, and the Company; providedCompany shall disclose only that portion of such information which the Company is advised by its counsel in writing is legally required to be disclosed, provided that the Company will shall use its commercially reasonable efforts efforts, at the Buyer Parties’ sole expense, to obtain any required consents for the disclosure of such information and take such an appropriate protective order or other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to assurance that confidential treatment will be accorded such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)information.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior this Agreement to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodin accordance with ARTICLE 7, the Company shall, and shall furnishcause each of its Subsidiaries to: (i) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries, as promptly as reasonably practicableupon prior notice to the Company, to Parent the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof and (ii) furnish during normal business hours upon prior notice such information concerning its the business, properties properties, Contracts, assets and personnel liabilities of the Company and each of its Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to (or to cause any of its Subsidiaries to) afford such access or furnish such information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) believes that doing so would: (A) the Transactions or any similar transaction involving the sale result in a waiver of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, similar protection (provided that the Company will shall give Parent notice of any information withheld, and use its commercially reasonable efforts to obtain any required consents allow for the such access or disclosure of such information and take such other reasonable action (including entering into in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating similar protection), (B) result in the disclosure of any trade secrets of third parties, (C) breach, contravene or violate any applicable Law (including any Regulatory Law) or (D) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, as applicablein each case, that were provided to the Company Board in connection with its consideration of the Merger or the sale process leading to the Merger. All Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries shall be required to provide any access or furnish any information exchanged pursuant to this Section 7.01 5.2 to the extent such access or information is reasonably pertinent to a Proceeding where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.2 as “Outside Counsel Only Material.” Such materials and information contained therein shall be subject given only to the confidentiality letter agreementoutside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), dated April 16officers, 2025directors or other independent contractors (including accountants and expert witnesses) of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel. (b) Without limiting the generality of the foregoing or any other covenants or agreements contained herein, between from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with ARTICLE 7, the Company shall furnish promptly to Parent (which may be by filing or furnishing publicly via ▇▇▇▇▇) a copy of each report, schedule and Parent, as amended other documents filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities Laws. (c) The Confidentiality Agreement (the “Confidentiality Agreement”), dated July 2, 2024 by and between the Company and Patient Square Capital, L.P. shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than members of the Company’s senior leadership team), customers, suppliers, distributors of the Company and its Subsidiaries regarding this Agreement or the Transactions without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any applicable Lawattorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall afford to Parent (and to Parent’s Representativesshall cause the Company Subsidiaries to), reasonable access during normal business hours (under the supervision of appropriate personnel of the Company and in such a manner that does as not to unreasonably interfere with the normal operation of the business of the CompanyCompany or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during the period normal business hours and upon reasonable prior notice to the earlier Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the termination of this Agreement Company Subsidiaries and to its properties, the books and records, Contracts work papers and personnelother documents thereof (including up-to-date employee census documents), and, during such period, the Company shall furnish, and (ii) furnish as promptly as reasonably practicable, practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would (A) potentially contravene applicable Law, (B) jeopardize any attorney-client (or other legal) privilege, or (C) require the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding further, that, in the immediately preceding sentencecase of the foregoing clause (A), the Company shall not be required use reasonable best efforts to afford provide such access or furnish information disclosure in a manner that does not contravene applicable Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (iC), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) such information is subject in a manner that would not result in the disclosure of materials provided to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the Company Board or resolutions or minutes of the meetings Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board’s consideration of the Merger where such materials, minutes or resolutions include matters that are not related to the Company Board’s consideration of the Merger. (b) All information obtained by Parent, Merger Sub or their respective Representatives pursuant to this Section 6.02 shall be kept confidential in accordance with the Confidentiality Agreement and the Clean Team Agreement. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause their respective Representatives not to, contact or otherwise communicate with the employees (other than members of the Company’s senior leadership team), customers, suppliers or distributors of the Company Board (including and any presentations or other materials prepared by or for Company Subsidiaries regarding the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale business of the Company, this Agreement or a material portion of its assets, to, the license of a material portion of Transactions without the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege prior written consent of the Company, violate applicable Law which consent shall not be unreasonably withheld, conditioned or result delayed; provided that nothing in antitrust risk for this (b) shall prevent Parent and its Affiliates from operating in the Company; providedordinary course of business, including contacting or otherwise communicating in the ordinary course of business with such employees, customers, suppliers or distributors. The Company and Parent hereby agree, in accordance with Section 20 of the Confidentiality Agreement, that the Company will use its reasonable efforts Confidentiality Agreement shall be deemed to obtain any required consents for have been, and hereby is, amended by the disclosure provisions of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”).6.02

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by any applicable Law, the terms of any Contract entered into prior to the date hereof or as would be reasonably expected to violate or result in the loss of any attorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall afford (and shall cause the Company Subsidiaries to), at Parent’s expense: (i) provide to Parent and to Parent’s the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent reasonable access, reasonable access during normal business hours (under and upon reasonable prior notice to the supervision of appropriate personnel Company by Parent, to the officers, employees, agents, properties, offices and in a manner that does not unreasonably interfere with the normal operation other facilities of the business of Company and the Company) during the period prior Company Subsidiaries and to the earlier of the Effective Time or the termination of this Agreement to its properties, books and recordsrecords thereof, Contracts and personnel, and, during such period, the Company shall furnish, (ii) furnish as promptly as reasonably practicable, practicable to Parent such information concerning its the business, properties properties, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided, that any if such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceor disclosure (x) is prohibited by applicable Law, the Company shall not be required use reasonable best efforts to afford provide such access or furnish information disclosure in a manner that does not violate Law, (y) is prohibited by an existing Contract, the Company shall use reasonable best efforts to obtain the required consent from the counterparty to such Contract to allow such access or disclosure or (z) would result in a loss of such privilege, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much or it as possible) in a manner that would not result in a loss of such privilege, including to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Daterequested by Parent and if applicable, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a customary joint defense agreement or similar arrangement to avoid that would alleviate such loss of attorney-client privilege. (b) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by Parent, Merger Sub or its or their Representatives pursuant to this Section 7.01 6.02 shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 1621, 2025, between the Company and Parent, as amended 2015 (the “Confidentiality Agreement”), between Parent and the Company. (c) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Upon reasonable notice, the Company shall afford to Parent and to Parent’s officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives, ”) reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during hours, throughout the period prior to the earlier of the Effective Time or the termination of this Agreement Termination Date, to the Company’s and its Subsidiaries’ properties, Contracts, commitments, books and records, Contracts records and personnel, and, during such period, the Company shall, and shall furnishcause each of its Subsidiaries to, as (i) furnish promptly as reasonably practicableto Parent a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to Parent such additional financial and operating data and other information concerning as to its business, and its Subsidiaries’ respective businesses and properties and personnel as Parent or Parent’s its Representatives may from time to time reasonably request; providedrequest (including furnishing the Company’s financial results to Parent in advance of filing any Company SEC Documents containing such financial results), except that any such access nothing herein shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, require the Company shall not be required or any of its Subsidiaries to afford access or furnish disclose information to Parent to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) that (A) the Transactions or Company determines, in its reasonable judgment, would be reasonably likely to cause a violation of any similar transaction involving Contract to which the sale Company is a party (provided that the Company shall use its reasonable best efforts to obtain the required consent of the Company, necessary party to such access or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Persondisclosure), (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines determines, in good faith after consulting with counsel that affording such access or furnishing such information its reasonable judgment, would jeopardize the be reasonably likely to cause a risk of a loss of attorney-client privilege to the Company (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of any attorney-client privilege), (C) relates to the negotiation and execution of this Agreement or, subject to Section 5.5, to any Company Alternative Transaction Proposal, (D) the Company determines, in its reasonable judgment, would be reasonably likely to expose the Company to risk of liability for disclosure of sensitive or personal information, or (E) the Company determines, in its reasonable judgment, would be reasonably likely to constitute a violation of applicable Laws. All requests for information pursuant to this Section 5.3(a) shall be directed to an executive officer or other Person designated by the Company. Notwithstanding anything to the contrary herein, Parent shall not conduct any activities pursuant to this Section 5.3(a) in such a manner as to interfere unreasonably with the business or operations of the Company. (b) Upon reasonable notice, violate applicable Law or result in antitrust risk for the Company; provided, that Parent shall afford the Company will and its Representatives reasonable access during normal business hours, throughout the period prior to the earlier of the Effective Time or the Termination Date, to Parent’s and its Subsidiaries’ properties, Contracts, commitments, books and records and Parent shall, and shall cause each of its Subsidiaries to, (i) furnish promptly to the Company a copy of any report, schedule or other document filed or received by it pursuant to the requirements of federal or state Laws and (ii) use reasonable best efforts to cause its Representatives to furnish promptly to the Company such additional financial and operating data and other information as to its and its Subsidiaries’ respective businesses and properties as the Company or its Representatives may from time to time reasonably request (including furnishing Parent’s financial results to the Company in advance of filing any Parent SEC Documents containing such financial results), except that nothing herein shall require Parent or any of its Subsidiaries to disclose information to the Company to the extent that (A) Parent determines, in its reasonable judgment, would be reasonably likely to cause a violation of any Contract to which Parent is a party (provided that Parent shall use its reasonable best efforts to obtain the required consent of the necessary party to such access or disclosure), (B) the Company determines, in its reasonable judgment, would be reasonably likely to cause a risk of a loss of any required consents attorney-client privilege to Parent (provided that Parent shall use its reasonable best efforts to allow for the such access or disclosure (or as much of such information and take such other reasonable action (including entering into it as possible) in a joint defense agreement or similar arrangement to avoid manner that does not result in a loss of attorney-client privilege), (C) with respect relates to such information as is necessary the negotiation and execution of this Agreement or, subject to permit Section 5.5, to any Parent Alternative Transaction Proposal, (D) Parent determines, in its reasonable judgment, would be reasonably likely to expose Parent to risk of liability for disclosure of sensitive or personal information, or (E) Parent determines, in its reasonable judgment, would be reasonably likely to Parent without jeopardizing such attorney-client privilege or violating constitute a violation of applicable Law, as applicableLaws. All requests for information exchanged pursuant to this Section 7.01 5.3(b) shall be subject directed to an executive officer or other Person designated by Parent. Notwithstanding anything to the confidentiality letter agreementcontrary herein, dated April 16, 2025, the Company shall not conduct any activities pursuant to this Section 5.3(b) in such a manner as to interfere unreasonably with the business or operations of the Company. (c) The parties agree that each of them will treat any information received pursuant to this Section 5.3 in accordance with the Confidentiality Agreement between the Company and Parent, dated as amended of October 3, 2016 (as amended, the “Confidentiality Agreement”). No representation as to the accuracy of any information provided pursuant to this Section 5.3 is made, and the parties may not rely on the accuracy of any such information other than as expressly set forth in the representations and warranties in Article III and Article IV. No information obtained pursuant to this Section 5.3 shall be deemed to modify any representation or warranty in Article III or Article IV. (d) Subject to the terms of Section 5.3(a) in all respects, the Company shall cooperate and participate, as reasonably requested by Parent from time to time, in Parent’s efforts to plan the integration of the parties’ operations in connection with, and taking effect upon consummation of, the Combination subject to applicable Law, including providing such reports on operational matters and participating on such integration planning teams and committees as Parent may reasonably request and taking the actions set forth on Section 5.3(a) of the Parent Disclosure Letter.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From the date hereof until the Closing, upon reasonable notice, each of Abbott and its Affiliates shall: (i) afford Mylan and its authorized representatives reasonable access to the personnel, the Company properties and the Books, Records and Files of the Business (including for the purpose of conducting environmental assessments or investigations at the Manufacturing Facilities) and (ii) furnish to the officers, directors, employees and authorized representatives of Mylan such additional financial and operating data and other information related to the Business (or copies thereof) as Mylan may from time to time reasonably request, including information related to the allocation of costs shared by the Business and the Abbott Other Businesses; provided, however, that any such access or furnishing of information shall afford to Parent be scheduled and to Parentcoordinated through the individual listed on Schedule 7.7(a) (or his designee or designees) and shall be conducted at Mylan’s Representativesexpense, reasonable access during normal business hours (hours, under the supervision of appropriate ▇▇▇▇▇▇’▇ or its Affiliates’ personnel and in such a manner that does as not to unreasonably interfere with the normal operation operations of the Business or any of the Other Abbott Businesses. Notwithstanding anything to the contrary in this Agreement, Abbott and its Affiliates shall not be required to disclose any information to Mylan if such disclosure would, as determined by Abbott in good faith, be reasonably likely to (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws or fiduciary duty. (b) From the date hereof until the Closing, upon reasonable notice, each of Mylan and its Affiliates shall: (i) afford Abbott and its authorized representatives reasonable access to the properties and the Books, Records and Files of the Mylan Parties and the Mylan Subsidiaries, and (ii) furnish to the officers, directors, employees, and authorized representatives of Abbott such additional financial and operating data and other information (or copies thereof) as Abbott may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be scheduled and coordinated through the individual listed on Schedule 7.7(b) (or his designee or designees) and shall be conducted at ▇▇▇▇▇▇’▇ expense, during normal business hours, under the supervision of Mylan’s or its Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the business of the Company) during Mylan Parties and the period prior Mylan Subsidiaries. Notwithstanding anything to the earlier of the Effective Time or the termination of contrary in this Agreement to Agreement, Mylan and its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company Affiliates shall not be required to afford access or furnish disclose any information to the extent Abbott if such disclosure would, as determined by Mylan in good faith, be reasonably likely to (i) such information is subject jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws or fiduciary duty. (c) Subject to Section 7.3 and Section 13.2, the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreementConfidential Disclosure Agreement, dated April 16as of May 2, 20252014, between the Company Abbott and Parent, as amended Mylan (the “Confidentiality Agreement”), shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate; provided, however, that, from and after the Closing, except as would have been permitted under the terms of the Confidentiality Agreement (including the descriptions therein of items that do not constitute “Evaluation Material”), (i) Mylan shall, and shall cause its officers, directors, employees, authorized representatives and Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the transactions contemplated hereby and all information to the extent relating to Abbott (other than, for the avoidance of the doubt, the Business), the Other Abbott Businesses or the Excluded Assets furnished by or on behalf of Abbott prior to the Closing (and all notes, memoranda, analyses, compilations, studies, forecasts, reports, samples, data, statistics, summaries, interpretations or other documents prepared by or on behalf of Abbott or its representatives that contain, reflect or are based upon, in whole or in part, such information), and (ii) Abbott shall, and shall cause its officers, directors, employees, authorized representatives and Continuing Affiliates to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the transactions contemplated hereby and all information to the extent relating to the Business in the possession of Abbott or any of its Affiliates prior to the Closing or obtained pursuant to Section 7.18. In no event shall any Party use, or permit any other Person to use, the information to be kept confidential and not disclosed pursuant to the immediately preceding sentence for any purpose other than as expressly contemplated under this Agreement or any Ancillary Agreement. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect. (d) Nothing provided to Mylan pursuant to Section 7.7(a) shall in any way amend or diminish Mylan’s obligations under the Confidentiality Agreement. Mylan acknowledges and agrees that any Evaluation Material (as defined in the Confidentiality Agreement) provided to Mylan pursuant to Section 7.7(a) or otherwise by or on behalf of Abbott or any officer, director, employee or authorized representative of Abbott shall be subject to the terms and conditions of the Confidentiality Agreement. Nothing provided to Abbott pursuant to Section 7.7(b) shall in any way amend or diminish ▇▇▇▇▇▇’▇ obligations under the Confidentiality Agreement. Abbott acknowledges and agrees that any Evaluation Material (as defined in the Confidentiality Agreement) provided to Abbott pursuant to Section 7.7(b) or otherwise by or on behalf of Mylan or any officer, director, employee or authorized representative of Mylan shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or the terms of any applicable LawContract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company shall afford (and shall cause the Subsidiaries to), at Parent's expense: (i) provide to Parent and to Parent’s the officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, "Representatives") of Parent reasonable access, reasonable access during normal business hours and upon reasonable prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof, and (under ii) furnish promptly to Parent such information concerning the supervision of appropriate business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Company's properties, provided, however, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.02 shall be reasonably acceptable to the Company, implemented in a manner that does not unreasonably interfere with disrupt the normal operation operations of the business Company or any of the Company) during Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.02, in all material respects, to the period condition existing at such site prior to the earlier taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodCompany, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.02, except that, Parent and Merger Sub shall furnish, as promptly as reasonably practicable, have no obligation to Parent such information concerning its business, properties and personnel as Parent so indemnify or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information hold harmless to the extent (i) any such information is subject to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale negligence of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets toSubsidiaries, or combination one of the Company with, any other Person, their Representatives. (Bb) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by Parent or its Representatives pursuant to this Section 7.01 6.02 shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 16August 30, 20252004 (the "Confidentiality Agreement"), between Blackstone Real Estate Acquisitions IV L.L.C. and the Company and Parent, as amended Company. (c) No investigation pursuant to this Section 6.02 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the “Confidentiality Agreement”)obligations of the parties hereto.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toRegistration Statement, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be subject delivered to the confidentiality letter agreement, dated April 16, 2025, between independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and ParentVIALOG executed one or more Confidential Disclosure Agreements (collectively, as amended (the “Confidentiality Agreement”)."Confidentiality

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodin accordance with the terms set forth in Article VII, the Company shall, and shall furnishcause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly as reasonably practicable, to Parent such other information concerning the business and properties of the Company and its business, properties and personnel Subsidiaries as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expenserequest from time to time. Notwithstanding the immediately preceding sentence, Neither the Company nor any of its Subsidiaries shall not be required to afford provide access to or furnish disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege protection of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Lawcontravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect the Company’s representations and warranties contained herein, as applicable. All information exchanged or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 7.01 Agreement. (b) The Company shall provide Parent with an unaudited consolidated balance sheet and statement of operations for each month ended following the date hereof through the Effective Date within 30 days of each month’s end. (c) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in Article VII, Parent shall comply with the Company’s reasonable requests for non-public information concerning the business and properties of Parent and its Subsidiaries. Neither Parent nor any of its Subsidiaries shall be subject required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect Parent’s representations and warranties contained herein, or limit or otherwise affect the remedies available to the confidentiality letter agreementCompany pursuant to this Agreement. (d) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated April 16February 7, 20252013, between Parent and the Company and Parent, as amended (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Except if prohibited by any applicable Subject to Applicable Law, the Company Titanium agrees that it shall, and shall cause each of its Subsidiaries to, afford to Parent Silver and to ParentSilver’s RepresentativesRepresentatives reasonable access, upon reasonable access advance written notice and during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) hours, during the period prior to the earlier Effective Time, to all its properties (other than for purposes of the Effective Time or the termination of this Agreement to its propertiesinvasive testing), books books, contracts, commitments, personnel and records, Contracts and personnel, records and, during such period, the Company Titanium shall, and shall furnishcause each of its Subsidiaries to, as furnish promptly as reasonably practicable, to Parent such Silver all other information (other than information regarding any Acquisition Proposal) concerning its business, properties and personnel as Parent may be reasonably requested (in each case, in a manner so as to not interfere in any material respect with the normal business operations of Titanium or Parent’s Representatives may reasonably requestits Subsidiaries); provided, however, that any all such access shall be afforded coordinated through Titanium or its Representatives in accordance with such procedures as they may reasonably establish; and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceprovided, the Company further, that Titanium shall not be required to afford permit such access or furnish information make such disclosure, if such disclosure or access would reasonably be likely to the extent (i) such information is subject to violate the terms of a any confidentiality agreement or any other Contract with a third party entered into prior to the Agreement Dateparty, (ii) such information relates to result in the applicable portions loss of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Companyattorney-client privilege, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) violate or materially impair the Company determines in good faith after consulting contractual rights of its customers and tenants or (iv) violate any Applicable Law, it being agreed that, with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Companyrespect to subclauses (i), violate applicable Law or result in antitrust risk for the Company; provided(ii) and (iii), that the Company will Titanium shall use its reasonable efforts to obtain allow for such access or disclosure in a manner that does not result in such loss, violation or impairment, including by seeking a waiver from the relevant third party. Notwithstanding anything contained in this Agreement to the contrary, Titanium shall not be required to provide any required consents for access or make any disclosure to the disclosure other pursuant to this Section 6.02 to the extent such access or information is reasonably pertinent to a litigation where Titanium or any of its Affiliates, on the one hand, and Silver or any of its Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. Titanium may reasonably designate any competitively sensitive material to be provided to Silver under this Section 6.02 as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of Silver and will not be disclosed by such information and take such other reasonable action outside legal counsel to employees (including entering into a joint defense agreement in-house legal counsel), officers, directors or similar arrangement to avoid loss other independent contractors (including accountants and expert witnesses) of attorney-client privilege) with respect to such information as Silver unless express permission is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege obtained in advance from Titanium or violating applicable Law, as applicableits legal counsel. All information exchanged pursuant to this Section 7.01 6.02 shall be subject to the confidentiality letter agreementMutual Non-Disclosure Agreement, dated April 16as of November 8, 20252019, between the Company Titanium and Parent, as amended Silver (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent extent: (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, ; (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, ; or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, provided that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreementagreement dated June 10, dated April 16, 2025, 2025 between the Company and ParentTang Capital Management, LLC, the sole manager of Parent and the general partner of Guarantor, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except (a) Subject to the applicable limitations (if prohibited by any applicable Lawany) in Sections 5.1 and 5.4, between the date hereof and the Closing Date, the Company shall afford will, and will cause each of its Subsidiaries to, and will use commercially reasonable efforts to cause their respective officers, employees and representatives to, provide Purchaser and its Affiliates and their authorized representatives and Purchaser’s financing sources with all information (financial and otherwise) concerning the Company and its Subsidiaries as reasonably requested from time to time by Purchaser or Parent, including but not limited to all information reasonably necessary for inclusion in the prospectus and shareholder circular to be delivered by Parent to its shareholders in connection with the Merger and to the Rights Issue (the “Parent Shareholders Circular”) in connection with Parent’s Representativesconvening of an extraordinary general meeting (including any postponement or adjournment thereof, reasonable access during normal business hours (under the supervision of appropriate personnel and “EGM”) in a manner that does not unreasonably interfere with order to solicit the normal operation of the business of the Company) during the period prior Parent Shareholder Approval. Subject to the earlier of the Effective Time or the termination of this Agreement to its properties, books applicable limitations (if any) in Sections 5.1 and records, Contracts and personnel, and, during such period5.4, the Company shall furnishwill, as promptly as will cause each of its Subsidiaries to, and will use commercially reasonable efforts to cause their respective directors, officers, employees and representatives to, provide all cooperation reasonably practicablenecessary in connection with the EGM of shareholders of Parent to approve the transactions expressly contemplated by this Agreement, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent including (i) reasonably cooperating in the preparation of the Parent Shareholders Circular (as required to be amended from time to time) such that the information is subject relating to the terms Company and its Subsidiaries does not contain any untrue statement of a confidentiality agreement with a third party entered into prior material fact or omit to state any material fact required to be stated therein or necessary in order to make the Agreement Datestatements therein, in light of the circumstances under which they were made, not misleading, (ii) such information relates reasonably cooperating in Parent’s and Purchaser’s preparation of the Parent Shareholders Circular and audited and other financial statements complying with the requirements of applicable Law and the rules and regulations of the U.K. Financial Services Authority with respect to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the CompanyParent Shareholders Circular, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or and (iii) taking such other actions as are reasonably necessary to be taken by the Company determines and its Subsidiaries in good faith after consulting connection with counsel that affording such access the EGM. (b) Any information obtained by Parent, Purchaser, Merger Sub or furnishing such information would jeopardize the attorney-client privilege any of the Companytheir Subsidiaries or any of their respective directors, violate applicable Law officers, employees or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged representatives pursuant to paragraph (a) above or pursuant to any other Section of this Section 7.01 Agreement shall be subject to the confidentiality letter agreementthat certain Mutual Nondisclosure Agreement, dated April 16January 9, 20252007 between Purchaser and the Company, between the Company and Parent, as amended terms of which are incorporated herein by reference (the “Confidentiality Agreement”)) and none of Parent, Purchaser, Merger Sub or any of their Subsidiaries or any of their respective directors, officers, employees or representatives shall publicly disclose any such information without the prior written consent of the Company, except as required by applicable Law to be included in the Parent Shareholders Circular or as otherwise permitted to be disclosed by the Confidentiality Agreement. Effective upon, and only upon, the Closing, Purchaser’s obligations under the Confidentiality Agreement shall terminate with respect to information relating to the Company and its Subsidiaries. (c) Notwithstanding anything in this Agreement to the contrary, in no event will any provision hereof obligate the Company or any of its Subsidiaries, or any of their respective directors, officers, employees or representatives to provide Parent, Purchaser or Merger Sub or any of Parent’s Subsidiaries or any of their respective directors, officers, employees or representatives with any information if the provision of such information is contrary to applicable Law or otherwise requires the provision of material commercially sensitive data, in which case (and subject to the obligation) the parties and such other Persons will negotiate in good faith with respect to the provision of such information, directly or indirectly, in a manner consistent with applicable Law.

Access to Information; Confidentiality. Except if prohibited (a) To the extent not restricted by any third-party agreement or applicable Lawlaw, the Company shall afford shall, subject to any necessary third-party approvals, allow the Parent and to Parent’s Representativesits officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours (under hours, at Parent’s sole risk and expense, to all facilities, properties, personnel, books and records of the supervision of appropriate personnel Company and the Company Subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably interfere with the normal operation Company’s or the Company Subsidiaries’ operations and with the prompt and timely discharge by the employees of the business Company and the Company Subsidiaries of their duties. Parent agrees to indemnify and hold the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses, for injury to or death of any representative of the CompanyParent Parties and for any loss of, damage to or destruction of any property owned by the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Parent Parties’ representatives during any visit to the period business or property sites of the Company or the Company Subsidiaries prior to the earlier completion of the Effective Time Merger, whether pursuant to this Section 5.2 or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expenseotherwise. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford provide access to or furnish otherwise disclose information to the extent (i) if such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Dateto, (ii) or such information relates to the access or disclosure would jeopardize, attorney-client privilege, work product doctrine or other applicable portions of the minutes of the meetings of privilege concerning legal proceedings or governmental investigations; provided, however, that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) shall use its reasonable best efforts to (A) obtain the Transactions required consent of any third party to provide such access or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Persondisclosure, (B) any develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering enter into a joint defense agreement or similar arrangement to avoid loss implement such other techniques if the Parties determine that doing so would reasonably permit the disclosure of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without violating applicable law or jeopardizing such attorney-client privilege privilege. Neither Parent nor any of its officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or violating applicable Lawother advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the completion of the Merger without the prior written consent of the Company, as applicable. All which consent shall not be unreasonably withheld. (b) Any information exchanged pursuant to obtained by the Parent Parties or the Company or their respective directors, officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors under this Section 7.01 5.2 shall be subject to the confidentiality and use restrictions contained in that certain letter agreement, dated April 16, 2025, agreement between the Company and ParentParent dated May 21, as amended 2010 (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited (a) Prior to the Effective Time and upon reasonable notice and without unreasonable disruption to the business carried on by any applicable Lawthe Company or the Company Subsidiaries, the Company shall (and shall cause the Company Subsidiaries to) afford to Parent Parent, MergerSub and to Parent’s Representativestheir respective Representatives reasonable access, reasonable access during normal business hours (under the supervision of appropriate hours, to its officers, employees, properties, books, Contracts, commitments, personnel and in a manner that does not unreasonably interfere with records (other than the normal operation portion of the business of the CompanyCompany Board minutes which discuss merger proposals) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnelas Parent may reasonably request, and, during such period, the Company shall furnish, as (and shall cause each of the Company Subsidiaries to) furnish promptly as reasonably practicable, to Parent such and MergerSub (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of applicable U.S. federal securities Laws and (ii) all other information concerning its business, properties and personnel as Parent or Parent’s Representatives MergerSub may reasonably request; provided, provided that any such access the foregoing shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, not require the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) to disclose any information that, in the Transactions or any similar transaction involving the sale reasonable judgment of the Company, would violate any applicable Law or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination (B) to disclose any information of the Company with, any other Person, (B) or any Company Takeover Proposal or (C) Subsidiary which would be reasonably likely to cause a waiver of any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or attorney work product protection in the opinion of counsel to the Company (provided further that, in each such case under clauses (A) or (B), the Company shall use its reasonable best efforts to put in place an arrangement to permit such disclosure without violating applicable Lawsuch Law or without loss of such privilege or protection). Parent shall be entitled to undertake environmental investigations at any of the properties owned, as applicableoperated or leased by the Company or any Company Subsidiary, provided, that such investigations shall not include any intrusive sampling without the consent of the Company, such consent not to be unreasonably withheld or delayed. All requests for information exchanged made pursuant to this Section 7.01 5.02(a) shall be subject directed to the confidentiality executive officer or other Person designated by the Company. From the date of this Agreement to the Effective Time, the Company shall further afford to Representatives of Parent and MergerSub reasonable access to the officers of the Company for purposes of negotiating new or amended employment agreements between such executive officers and the Surviving Corporation. No investigation pursuant to this Section 5.02 shall affect any representation or warranty made by the parties hereunder. (b) Any information provided to Parent by the Company or any of the Company Subsidiaries, whether prior to or subsequent to the date of this Agreement, shall be kept confidential in accordance with the letter agreement, dated April 16, 2025, agreement between the Company and Parentparties dated November 9, as amended 2010 regarding confidentiality (the “Confidentiality Agreement”), provided, however, that, notwithstanding the terms of the Confidentiality Agreement, Parent may provide information of the type covered by the Confidentiality Agreement to potential financing sources subject to customary confidentiality arrangements with such persons regarding such information.

Access to Information; Confidentiality. Except if prohibited by any (a) Subject to applicable LawLaws relating to the exchange of information, the Company Seller shall afford to Parent and to Parent’s Representatives, and Purchaser’s Representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time Second Closing or the termination of this Agreement to all of its and its Subsidiaries’ properties, books books, Contracts, personnel and records, Contracts records and personnel, and, during such period, the Company Seller shall furnish, as (i) furnish promptly as reasonably practicable, to Parent such and Purchaser (1) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws and (2) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent Parent, Purchaser or Parent’s any of their Representatives may reasonably request; providedrequest and (ii) instruct its employees, that any such access shall counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent and Purchaser in their investigation of the Seller and its Subsidiaries. The information provided will be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of the Confidentiality Agreement. Neither the Seller nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would materially interfere with the conduct of its business, contravene any Law, rule, regulation, order, judgment, decree, or would reasonably be expected to violate or result in a confidentiality agreement with a third party entered into prior loss or impairment of any attorney-client or work product privilege. The parties hereto will use commercially reasonable efforts to make appropriate substitute disclosure arrangement under circumstances in which the restrictions of the preceding sentence apply. No investigation pursuant to this Section 4.6 or information provided, made available or delivered to Purchaser pursuant to this Agreement (other than information contained in the Seller Disclosure Schedule) will affect any of the representations or warranties of the Seller contained in this Agreement or the conditions hereunder to the Agreement Dateobligations of the parties hereto. (b) The Seller recognizes that by reason of its ownership of the Purchased Assets, including its use and ownership of the Key Products, the Seller and its Affiliates have acquired Confidential Information and Trade Secrets concerning the Key Products and the other Purchased Assets, the use or disclosure of which could cause Parent, Purchaser or their Affiliates substantial loss and damages. Accordingly, the Seller covenants to Parent and Purchaser that the Seller and its Affiliates will not, except in performance of its obligations to Parent and Purchaser or with the prior written consent of Parent, directly or indirectly, disclose Confidential Information relating to the Key Products or other Purchased Assets that it may learn or has learned by reason of its ownership of the Key Products or other Purchased Assets, unless (i) it is or becomes generally available to the public other than as a result of disclosure by the Seller or any of its Affiliates, (ii) such information relates it is generally made available to the applicable portions of the minutes of the meetings of the Company Board (including third parties without any presentations limitations on its use or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, disclosure or (iii) disclosure is required by applicable Law. Nothing in this Section 4.6(b) shall be deemed to permit the Company determines in good faith after consulting with counsel that affording such access disclosure by the Seller or furnishing such information would jeopardize any of its Affiliates of any Trade Secrets concerning the attorney-client privilege Key Products or the other Purchased Assets. (c) The Seller shall preserve until the sixth anniversary of the CompanyFirst Closing Date all properties, violate applicable Law or result books, Contracts and records possessed by the Seller and its Subsidiaries which are not included in antitrust risk for the Company; providedFirst Closing Assets which may contain information relating to any of the First Closing Assets. From and after the First Closing, that the Company will use its Seller shall provide Parent, Purchaser and their Representatives with reasonable efforts access during normal business hours to obtain any required consents for such properties, books, Contracts and records as well as personnel. Parent and Purchaser and their Representatives shall have the disclosure right to make copies of such books, Contracts and records. If the Seller intends to liquidate or dissolve during such six-year period, the Seller shall first offer in writing at least ninety (90) days prior to such liquidation or dissolution to transfer such properties, books, Contracts and records to Parent. (d) The Seller shall preserve until the sixth anniversary of the Second Closing Date all properties, books, Contracts and records possessed by the Seller and its Subsidiaries which are not included in the Second Closing Assets which may contain information relating to any of the Second Closing Assets, Assumed Liabilities or Key Products Employees. From and take after the Second Closing, the Seller shall provide Parent, Purchaser and their Representatives with reasonable access during normal business hours to such other reasonable action properties, books, Contracts and records as well as personnel. Parent and Purchaser and their Representatives shall have the right to make copies of such books, Contracts and records. If the Seller intends to liquidate or dissolve during such six-year period, the Seller shall first offer in writing at least ninety (including entering into a joint defense agreement 90) days prior to such liquidation or similar arrangement dissolution to avoid loss transfer such properties, books, Contracts and records to Parent. (e) Subject to applicable Laws relating to the exchange of attorney-client privilege) information, and with respect to such information as is necessary to permit disclosure to the Purchased Assets and the Boulder Facilities, until the second anniversary of the Second Closing Date, Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 and Purchaser shall be subject afford to the confidentiality letter agreementSeller and its Representatives reasonable access to records contained in the Purchased Assets and the Key Products Employees during normal business hours after the Second Closing Date and on at least three Business Days’ prior written notice, dated April 16, 2025, between for any reasonable business purpose specified by the Company and Parent, as amended (the “Confidentiality Agreement”)Seller in such notice.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or as would be reasonably expected to violate or result in the loss or waiver of any applicable Lawattorney-client (or other legal) privilege, during the Pre-Closing Period, the Company shall afford to Parent (and to Parent’s Representativesshall cause the Company Subsidiaries to), reasonable access during normal business hours (under the supervision of appropriate personnel of the Company and in such a manner that does as not to unreasonably interfere with the normal operation of the business of the CompanyCompany or any Company Subsidiary: (i) provide to Parent and its Representatives reasonable access, during the period normal business hours and upon reasonable prior notice to the earlier Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the termination of this Agreement Company Subsidiaries and to its properties, the books and records, Contracts work papers and personnelother documents thereof (including up-to-date employee census documents), and, during such period, the Company shall furnish, and (ii) furnish as promptly as reasonably practicable, practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided that nothing herein shall require the Company to (or cause its Company Subsidiaries to) afford such access or furnish such information to that extent that the Company’s outside legal counsel advising it in writing that doing so would (A) potentially contravene applicable Law, (B) jeopardize any attorney-client (or other legal) privilege, or (C) require the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, related to or in connection with the Company Board’s consideration of the Merger; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding further, that, in the immediately preceding sentencecase of the foregoing clause (A), the Company shall not be required use reasonable best efforts to afford provide such access or furnish information disclosure in a manner that does not contravene applicable Law, in the case of the foregoing clause (B), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result in a loss of such privilege, including to the extent requested by Parent and if applicable, by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement that would alleviate such loss of privilege, and, in the case of the foregoing clause (iC), the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) such information is subject in a manner that would not result in the disclosure of materials provided to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the Company Board or resolutions or minutes of the meetings of the Company Board (including any presentations Board, in each case, related to or other materials prepared by or for in connection with the Company Board) where ’s consideration of the Merger, including if applicable, by redacting any portions of such materials, minutes or resolutions related to the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale Board’s consideration of the CompanyMerger where such materials, minutes or a material portion of its assets, to, resolutions include matters that are not related to the license of a material portion Company Board’s consideration of the Company’s assets to, or combination of the Company with, any other Person, Merger. (Bb) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by Parent, Merger Sub or their respective Representatives pursuant to this Section 7.01 6.02 shall be subject kept confidential in accordance with the Confidentiality Agreement and the Clean Team Agreement. Prior to the confidentiality letter agreementClosing, dated April 16each of Parent and Merger Sub shall not, 2025and shall cause their respective Representatives not to, between the Company and Parent, as amended (the “Confidentiality Agreement”).contact or

Access to Information; Confidentiality. Except if prohibited by any applicable LawFrom the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and to Parent’s Merger Sub, and their respective Representatives, reasonable access access, during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation upon reasonable notice, to all of the business officers, employees, agents, properties, books, contracts and records of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to Company and its propertiesSubsidiaries, books and records, Contracts and personnel, and, during such period, the Company shall, and shall furnishcause each of its Subsidiaries to, as furnish reasonably promptly as reasonably practicable, to Parent such all other information concerning its the business, properties and personnel of the Company and its Subsidiaries as Parent or Parent’s Representatives Merger Sub may reasonably request; . Notwithstanding anything to the contrary provided herein, the Company may restrict or prohibit such access to the extent that (a) any applicable Law requires the Company or its Subsidiaries to restrict or prohibit such access, (b) granting such access would violate any Contract or material obligation of the Company or any of its Subsidiaries with a third Person with respect to confidentiality or otherwise breach, contravene or violate, constitute a default under, or give a third Person the right to terminate or accelerate any obligations under, any then-effective Contract to which the Company or any of its Subsidiaries is a party or would disclose any information that is competitively sensitive or (c) granting access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege in respect of such documents or information, provided, however, that the Company shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or material obligation or waive such privilege or work-product doctrine. Prior to the Effective Time, Parent and Merger Sub will hold any such access information obtained pursuant to this Section 5.4 in accordance with the terms of the Confidentiality Agreement. No investigation pursuant to this Section 5.4 shall affect or be afforded and deemed to modify any such information shall be furnished at Parent’s expenserepresentation or warranty made by the Company hereunder. Notwithstanding anything contained herein to the immediately preceding sentencecontrary, the Company shall not be required to afford provide any access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including make any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject 5.4 to the confidentiality letter agreement, dated April 16, 2025, between extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and ParentParent or any of its Affiliates, as amended (on the “Confidentiality Agreement”)other hand, are adverse parties.

Access to Information; Confidentiality. (a) Except for any information which (w) if disclosed would constitute a breach of Contract by an Acquired Entity, (x) relates to the negotiation of the Transaction Documents or the Transactions, (y) is prohibited from being disclosed by any applicable Law, or (z) on the Company advice of legal counsel of the Sellers would result in the loss of attorney-client privilege from disclosure; provided that, in the event that the restrictions in foregoing clause (w), (y) or (z) apply, Sellers shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate such information without violating such Contract or Law, jeopardizing such privilege or disclosing information that relates to the negotiation of the Transaction Documents or the Transactions, Sellers shall cause (A) the First Closing Acquired Entities during the First Closing Interim Period and (B) the Second Closing Acquired Entities during the Second Closing Interim Period to afford to Parent Buyer and its Representatives reasonable access, and with reasonable advance notice, in such manner as to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior such Acquired Entities, and so long as permissible under applicable Law and subject to appropriate COVID-19 Measures, to the earlier of the Effective Time or the termination of this Agreement to its properties, books books, Tax Returns, records and recordsappropriate officers and employees of such Acquired Entities, Contracts and personnelshall use its commercially reasonable efforts to furnish Buyer and its Representatives with all financial and operating data and other information concerning the affairs of such Acquired Entities that are in the possession or control of such Acquired Entities, and, during such period, the Company shall furnishin each case, as promptly as reasonably practicable, to Parent such information concerning Buyer and its business, properties and personnel as Parent or Parent’s Representatives may reasonably requestrequest solely for purposes of consummating the transactions contemplated hereby; providedprovided that such access shall not include any invasive or intrusive investigations or testing, that sampling or analysis of any properties, facilities or equipment of such Acquired Entities. All requests for such access shall be afforded and any made to such information Representatives of the Sellers as the Sellers shall designate, who shall be furnished at Parent’s expensesolely responsible for coordinating all such requests and all access permitted hereunder. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information Prior to the extent (i) such information is subject First Closing Date, with respect to the terms of a confidentiality agreement with a third party entered into Acquired Entities, and prior to the Agreement Second Closing Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to the Second Closing Acquired Entities, none of Buyer, its Affiliates nor their respective Representatives shall contact any of the employees (other than as necessary for Buyer to discharge its obligations under Section 6.9), customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with such information Acquired Entities, or any Governmental Authority or Representatives thereof (other than the required filings specified in Section 3.4 or as is necessary for Buyer to permit disclosure to Parent discharge its obligations under Section 6.4), in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. the prior written consent of the Sellers. (b) All information exchanged pursuant to obtained by Buyer and its Representatives under this Section 7.01 Agreement shall be subject to the confidentiality letter agreementConfidentiality Agreement. Buyer, dated April 16, 2025, between the Company its Affiliates and Parenttheir respective Representatives, as amended applicable, shall indemnify, defend and hold harmless the Sellers, the Acquired Entities, their respective Affiliates and each of their respective Representatives from and against all Losses resulting from or relating to the physical access of properties by Buyer, its Affiliates and their respective Representatives under Section 6.2(a). The foregoing indemnification obligation shall survive each Applicable Closing or termination of this Agreement. (c) From the Applicable Closing Date until the later of the third anniversary of the Applicable Closing Date or, as to the Confidential Information provided after the Applicable Closing Date pursuant to Section 6.6, the third anniversary of the date such information is so provided, each Seller will, and will cause its Affiliates and use commercially reasonable efforts to cause its Representatives to, (i) maintain the strict confidentiality of any and all confidential or proprietary information of the applicable Acquired Entities (“Confidentiality Confidential Information”) and (ii) not disclose such Confidential Information to any Person other than any of its Affiliates or Representatives with a need to know such information, except to the extent required by Law (provided that if required by Law, such Seller agrees, to the extent legally permissible, to give Buyer prior written notice of such disclosure in sufficient time to permit Buyer to seek a protective order should it so determine). Each Seller shall (y) notify all Persons to whom Confidential Information is disclosed of the confidential nature of the materials disclosed and the provisions of this Agreement”; and (z) ensure that all Persons to whom the Confidential Information is disclosed keep such information confidential and do not disclose or divulge such information to any Person who is not authorized to receive such information as provided in this Section 6.2(c).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, During the Pre-Closing Period the Company shall (i) afford to Parent and to Parent’s Representatives, Representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during to all of its and the period prior to the earlier of the Effective Time or the termination of this Agreement to its Company Subsidiaries’ properties, books and records, Contracts and Contracts, personnel, andadvisors and facilities, during such period, the Company shall and (ii) furnish, as promptly as reasonably practicable, to Parent such all information concerning its and the Company Subsidiaries’ business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (ia) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Datedate of this Agreement, (iib) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (Ai) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (Bii) any Company Takeover Proposal or (Ciii) any Intervening Event, (c) the Company in good faith determines, light of any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health or safety of any employee of the Company or the Company Subsidiaries or any of the Company’s Representatives or (iiid) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, Company or violate applicable Law or result Law; provided that, in antitrust risk for the Company; providedcase of clauses (a) and (d), that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information and and/or otherwise take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilegearrangement) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableLaw or confidentiality agreement. All information exchanged pursuant to this Section 7.01 6.01 shall be subject to the confidentiality letter agreementagreement dated December 12, dated April 16, 2025, 2021 between the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Acquiror and its Representatives shall, the Company shall afford to Parent and to Parent’s Representatives, reasonable access at all times during normal business hours (under and with reasonable advance notice prior to the supervision Closing, have full and continuing access to the employees, facilities, operations, records and properties of appropriate personnel the Company and in a manner each Acquired Subsidiary. Acquiror and its Representatives may, prior to the Closing, make or cause to be made such reasonable investigation of the employees, operations, records and properties of the Company and each Acquired Subsidiary and of their financial and legal condition as Acquiror shall deem necessary or advisable to familiarize itself with such records, properties and other matters; provided, however, that does such access or investigation shall not unreasonably interfere unnecessarily with the normal operation operations of the business Company or any Acquired Subsidiary. Upon request, the Company shall, or shall cause the applicable Acquired Subsidiary to, furnish Acquiror or its Representatives attorneys’ responses to auditors’ requests for information regarding the Company or the applicable Acquired Subsidiary, and such financial and operating data and other information reasonably requested by Acquiror (provided, with respect to attorneys, such disclosure would not result in the waiver by the Company or the applicable Acquired Subsidiary of any claim of attorney-client privilege), and will permit Acquiror and its Representatives to discuss such information directly with any individual or firm performing auditing or accounting functions for the Company or the applicable Acquired Subsidiary (provided that an officer of the Company) Company be afforded a reasonable opportunity to be present during such discussion), and such auditors and accountants shall be directed to furnish copies of any reports or financial information as developed to Acquiror or its Representatives. This Section 6.1 shall not require the period disclosure of any information the disclosure of which to Acquiror would be prohibited by any Applicable Laws and Regulations. Furthermore, this Section 6.1 shall not give Acquiror and its Representatives access to, or require the disclosure of any information regarding, the Non-Banking Business that will be separated from the Company prior to the earlier Closing pursuant to the Internal Restructuring and the Distribution, except to the extent, if any, that such information is reasonably required by Acquiror for the purpose of assessing any post-Closing liabilities or obligations of the Effective Time or Company with respect to the termination Non-Banking Business. (b) The Company shall cause each of this Agreement the Bank and LFC to its propertiesallow a Representative of Acquiror to attend, books as an observer only, all meetings of the board of directors of each, and records, Contracts of the loan committee of the Bank. The Company shall cause each of Acquired Bank and personnel, LFC to give reasonable notice to Acquiror of any such meeting and, during such periodif known, the agenda for or business to be discussed at such meeting. The Company shall furnishcause each of the Bank and LFC to provide to Acquiror all information provided to the directors on all such boards or members of such committees in connection with all such meetings or otherwise provided to the directors or members and, as promptly as reasonably practicableupon specific request, to Parent such provide any other financial reports or other analysis prepared for senior management of the Bank and LFC. It is understood by the parties that Acquiror’s Representative will not have any voting rights with respect to matters discussed at these meetings and that Acquiror is not managing the business or affairs of the Bank or LFC. All information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access obtained by Acquiror at these meetings shall be afforded and any such information shall be furnished at Parent’s expensetreated in confidence. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford access cause the Bank or furnish information LFC to the extent provide Acquiror with any materials: (i) such information is subject to concerning or discussing the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, Contemplated Transactions; (ii) such information relates to the applicable portions in violation of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, Applicable Laws and Regulations; or (iii) in any case where the Company determines in good faith after consulting with has been advised by counsel that affording Acquiror’s receipt of such access or furnishing such information materials would jeopardize result in a waiver of the attorney-client privilege of the Company, violate applicable Law Bank or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)LFC.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Upon reasonable notice, the Company shall (and shall cause each of its Consolidated Subsidiaries to) afford to Parent and reasonable access to Parent’s and Parent External Adviser’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with disruptive to the normal operation operations of the business of the Company) Company and its Subsidiaries (including any member of the Subsidiary Adviser Group), during normal business hours and upon reasonable notice throughout the period prior to the earlier of the Company Merger Effective Time (or until the earlier termination of this Agreement Agreement), to its the personnel, advisors, properties, books and records, Contracts records of the Company and personnel, its Consolidated Subsidiaries and, during such period, the Company shall furnish, as (and shall cause each of its Consolidated Subsidiaries to) furnish promptly as reasonably practicable, to Parent such Representatives all information concerning its the business, properties and personnel of the Company and its Consolidated Subsidiaries, and to provide copies thereof, as Parent or Parent’s Representatives may reasonably requestbe requested; provided, however, that any such access nothing herein shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, require the Company shall not be required or any of its Consolidated Subsidiaries to afford access or furnish disclose any information to Parent, Parent External Adviser or Acquisition Sub if such disclosure would, in the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale reasonable judgment of the Company, (i) violate Applicable Law or a material portion the provisions of any agreement to which the Company or any of its assetsSubsidiaries (including any member of the Subsidiary Adviser Group) is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, tofurther, the license that nothing herein shall authorize Parent, Parent External Adviser or their respective Representatives to undertake any environmental testing involving sampling of a material portion soil, groundwater, or similar invasive techniques at any of the Company’s assets to, (or combination its Subsidiaries’ (including any member of the Company with, any other Person, (BSubsidiary Adviser Group’s)) any Company Takeover Proposal properties. No investigation or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged permitted pursuant to this Section 7.01 5.5(a) shall affect or be subject deemed to modify any representation or warranty made by the Company hereunder. The Company Confidentiality Agreement shall apply with respect to information furnished by the Company, its Consolidated Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Upon reasonable notice, Parent shall (and shall cause each of its Consolidated Subsidiaries and Acquisition Sub to) afford to Representatives of the Company reasonable access, in a manner not disruptive to the confidentiality letter agreementoperations of the business of Parent and its Subsidiaries, dated April 16, 2025, between during normal business hours and upon reasonable notice throughout the period prior to the Company Merger Effective Time (or until the earlier termination of this Agreement), to the personnel, advisors, properties, books and records of Parent and its Consolidated Subsidiaries and, during such period, shall (and shall cause each of its Consolidated Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Consolidated Subsidiaries, and to provide copies thereof, as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Consolidated Subsidiaries to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) violate Applicable Law or the provisions of any agreement to which Parent or any of its Subsidiaries is a party or (ii) jeopardize any attorney-client or other legal privilege; provided, further, that nothing herein shall authorize the Company or its Representatives to undertake any environmental testing involving sampling of soil, groundwater, or similar invasive techniques at any of Parent’s (or its Subsidiaries’) properties. No investigation or access permitted pursuant to this Section 5.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. The Parent Confidentiality Agreement shall apply with respect to information furnished by Parent, its Consolidated Subsidiaries, Acquisition Sub and Parent’s officers, as amended (the “Confidentiality Agreement”)employees and other Representatives hereunder.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Upon reasonable notice, NYMEX Holdings shall, and shall cause the Company shall NYMEX Holdings Subsidiaries to, afford to Parent the officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and to Parent’s other advisors or representatives (collectively, “Representatives, reasonable ”) of CME Group access during normal business hours (under hours, and without undue disruption of normal business activity, to all of NYMEX Holdings’ and the supervision of appropriate Subsidiaries’ properties, books, records, contracts, commitments and personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, and shall cause to be furnished, as promptly as reasonably practicablepracticable to CME Group (i) a copy of each material report, schedule and other document filed, furnished, published, announced or received by it during such period pursuant to Parent such the requirements of federal or state securities laws or a Governmental Entity or Self-Regulatory Organization and (ii) all other information concerning its business, properties and personnel with respect to NYMEX Holdings as Parent or Parent’s Representatives CME Group may reasonably request; provided, that any such NYMEX Holdings may restrict the foregoing access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Daterequired by applicable Law; and provided, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; providedfurther, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary foregoing shall not require NYMEX Holdings to permit disclosure any inspection, or to Parent without jeopardizing such disclose any information, that in the reasonable judgment of NYMEX Holdings would result in the waiver of any attorney-client privilege or violating the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if NYMEX Holdings shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure. NYMEX Holdings shall keep CME Group reasonably informed from time to time as to status and developments regarding any audit, investigation, claim, suit or other proceeding (if any) with respect to Taxes and provide to CME Group, when available and prior to filing, drafts of any income Tax Returns relating to NYMEX Holdings or any NYMEX Holdings Subsidiary. NYMEX Holdings shall, and shall cause the NYMEX Holdings Subsidiaries to, reasonably cooperate with CME Group to provide such information (to the extent in NYMEX Holdings’ or any NYMEX Holdings Subsidiary’s possession or control) or customary affidavits as may be reasonably necessary for the issuance, at CME Group’s sole cost, of an ALTA title policy at Closing, subject, however, to the facts and circumstances existing at the time of delivery of such information or affidavits, as the case may be. (b) Upon reasonable notice, CME Group shall, and shall cause the CME Group Subsidiaries to, afford to the Representatives of NYMEX Holdings access during normal business hours, and without undue disruption of normal business activity, to CME Group’s senior financial management personnel to receive periodic updates on financial information regarding CME Group and the CME Group Subsidiaries; provided, that CME Group may restrict the foregoing access to the extent required by applicable Law; and provided, as applicable. further, that the foregoing shall not require CME Group to permit any inspection, or to disclose any information, that in the reasonable judgment of CME Group would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if CME Group shall have used commercially reasonable efforts to obtain the consent of such third party to such inspection or disclosure. (c) All information exchanged furnished pursuant to this Section 7.01 6.4 shall be subject to the confidentiality letter agreement, dated April 16as of January 7, 20252008, between the Company NYMEX Holdings and Parent, as amended CME Group (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.4 shall affect the representations, warranties or conditions to the obligations of the Parties contained herein.

Access to Information; Confidentiality. Except if prohibited by any applicable (a) Upon reasonable notice and subject to Law, the Company, for the purposes of enabling Parent to verify the representations and warranties of the Company and to prepare for the Merger and the other transactions contemplated by this Agreement, shall, and shall cause each of its Subsidiaries to, afford to Parent the officers, employees, accountants, counsel, advisors and to other representatives of Parent’s Representatives, reasonable access access, during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to from the earlier of the Effective Time or the termination date of this Agreement to its the Effective Time, to all of the Company’s properties, books books, contracts, commitments, personnel, information technology systems, Tax Returns and records, Contracts related work papers and personnelrecords reasonably requested by Parent. The Company shall cooperate with Parent in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, and, during such period, the Company shall, and shall furnishcause its Subsidiaries to, as promptly as reasonably practicable, make available to Parent (i) a copy of each report, schedule, registration statement and other document filed or received by the Company during such period pursuant to the requirements of federal securities laws or federal or state banking laws (other than reports or documents which the Company is not permitted to disclose under Law) and (ii) all other information concerning its the Company’s business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, Neither the Company nor any of its Subsidiaries shall not be required to afford provide access to or furnish information to the extent disclose (i) such information is board and committee minutes that discuss any of the transactions contemplated by this Agreement or any other subject to matter the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, Company reasonably determines should be treated as confidential and (ii) information where such information relates to access or disclosure would violate or prejudice the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion rights of the Company’s assets tocustomers, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The Company will use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) The Company shall promptly (and in any event, not later than two (2) business days after first delivered or made available to the Board of Directors of the Company) provide (or cause to be provided) to Parent copies of any regularly prepared materials for the Board of Directors of the Company, violate applicable Law or result in antitrust risk for including monthly financial statements and other regular monthly reports so provided to the Board of Directors of the Company; provided, provided that the Company will use its reasonable efforts may redact (i) board and committee minutes that discuss any of the transactions contemplated by this Agreement or any other subject matter the Company reasonably determines should be treated as confidential and (ii) any information prior to obtain providing such materials to Parent to the extent that any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement is subject to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such the attorney-client privilege or violating applicable Law, as applicable. All work product doctrine). (c) Parent shall hold all information exchanged furnished by or on behalf of the Company or its Representatives pursuant to this Section 7.01 shall be subject Sections 6.2(a) and 6.2(b) in confidence to the confidentiality letter extent required by, and in accordance with, the provisions of the exclusivity agreement, dated April 16August 17, 20252018, between Parent and the Company and Parent, as amended (the “Confidentiality Agreement”), but in no event shall Parent be required to hold any such information in confidence (and no restrictions as to confidentiality shall apply to any such information) following the Effective Time. (d) No investigation (or discovery of information during an investigation) by any party hereto or their respective Representatives shall affect or be deemed to modify or waive any representation, warranty, covenant or other agreement of the other parties set forth herein or the conditions to any party’s obligation to consummate the transactions contemplated hereby. Nothing contained in this Agreement shall give any party hereto, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

Access to Information; Confidentiality. Except if prohibited by any (a) Upon reasonable notice and subject to applicable Lawlaws regarding the disclosure or exchange of information, the Holding Company and Bank Subsidiary shall afford permit Towne to Parent make or cause to be made such investigation of Holding Company’s and to ParentBank Subsidiary’s Representativesoperational, reasonable access during normal business hours (under the supervision of appropriate personnel financial and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, legal condition as promptly as Towne reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably requestrequests; provided, that any such access investigation shall be afforded reasonably related to the Transaction and any such information shall be furnished at Parent’s expensenot interfere unreasonably with normal operations. No investigation, in and of itself, by Towne shall affect the representations and warranties of Holding Company or Bank Subsidiary. Holding Company shall provide to Towne all written agendas and meeting or written consent materials provided to the directors of Holding Company and Bank Subsidiary in connection with board and committee meetings, subject to applicable laws relating to the exchange of information. Notwithstanding the immediately preceding sentenceabove provisions in this Section 5.2(a), the Company Towne and its representatives shall not be entitled to receive information directly relating to the negotiation and prosecution of this Agreement or, except as otherwise provided herein, relating to an Acquisition Proposal, a Superior Proposal (as such terms are defined herein) or any matters relating thereto. Neither Holding Company nor any of the Holding Company Subsidiaries shall be required to afford provide access to or furnish to disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege of Holding Company or any of the Holding Company Subsidiaries. (b) During the period from the date of this Agreement to the Effective Date, Holding Company shall, upon the request of Towne, cause one or more of its designated executive officers to confer on a monthly or more frequent basis with Towne regarding Holding Company’s financial condition, violate applicable Law operations and business and matters relating to the completion of the Transaction. As soon as reasonably available, but in no event later than the earlier of (i) the thirtieth (30th) day after the end of each calendar quarter ending after the date of this Agreement, and (ii) the date of public dissemination of earnings information pertaining to such calendar quarter (or year with respect to a quarter ending on December 31), Holding Company will deliver to Towne its unaudited balance sheet and statements of income, stockholders’ equity and cash flows, without related notes, for such quarter (or year with respect to a quarter ending on December 31) prepared in accordance with GAAP. Within fifteen (15) days after the end of each month, Holding Company will deliver to Towne (i) such loan reports as Towne may reasonably request, and (ii) such other financial data as Towne may reasonably request. The financial statements required to be delivered by this Section 5.2(b) may be consolidated. (c) Each party hereto will give prompt notice to the other party (and subsequently keep the other party informed on a current basis) upon its becoming aware of the occurrence or existence of any fact, event or circumstance known that (i) is reasonably likely to result in antitrust risk for the Company; providedany Material Adverse Effect with respect to it, that the Company will or (ii) would cause or constitute a material breach of any of its representations, warranties, covenants or agreements contained herein. (d) Each party hereto shall, and shall use its commercially reasonable efforts to obtain any required consents for cause each of its directors, officers, attorneys and advisors, to maintain the disclosure confidentiality of, and not use to the detriment of such the other party, all information and take such of the other reasonable action (including entering into a joint defense agreement party obtained prior to the date of this Agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall 5.2 that is not otherwise publicly disclosed by the other party, unless such information is required to be subject included in any filing required by law or in an application for any Regulatory Approval required for the consummation of the transactions contemplated hereby, such undertaking with respect to confidentiality to survive any termination of this Agreement. In the case of information that a party believes is necessary in making any such filing or obtaining any such Regulatory Approval, that party will provide the other party a reasonable opportunity to review any such filing or any application for such Regulatory Approval before it is filed sufficient for it to comment on and object to the confidentiality letter agreementcontent of such filing or application. If this Agreement is terminated, dated April 16each party shall promptly return to the furnishing party or, 2025at the request of the furnishing party, between promptly destroy in a manner that renders the Company information impracticable to read or reconstruct and Parent, as amended (certify the “Confidentiality Agreement”)destruction of all confidential information received from the other party.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toFinancing Document, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and VIALOG executed a Confidential Disclosure Agreement dated May 7, 1996 and a Second Confidential Disclosure Agreement dated June 3, 1996 (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended Confidentiality Letter. (d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the “Confidentiality Agreement”)obligations of the parties.

Access to Information; Confidentiality. Except if prohibited by any applicable LawUntil the Closing and upon reasonable advance written notice from Parent, the Company shall afford to will allow Parent and to its Representatives reasonable access, at Parent’s Representativesexpense, reasonable access during normal business hours (hours, under the supervision of appropriate personnel of the Company, its Affiliates or their respective Representatives and in such a manner as not to unreasonably interfere with the normal operations of the business of the Company to (a) such materials and information (including Contracts, properties, books, Tax Returns, work papers and records) about the Ex-ESG Company as Parent may reasonably request and (b) specified members of management of the business of the Ex-ESG Company as the Parties may reasonably agree, and which shall in any event include the individuals set forth on Schedule 6.04; provided, however, that except as required by Applicable Law, Parent shall not initiate any one-on-one discussion with any employee of the Company or its Subsidiaries regarding such employee’s potential compensation following the Closing without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company will not be required to disclose any information to Parent or its Representatives if such disclosure would be reasonably likely, after consultation with counsel, to: (i) result in the loss of any attorney-client or other legal privilege (it being agreed that the Company will notify Parent of the fact that it is withholding such information on such basis and will provide a description of such information, and shall use reasonable best efforts to allow disclosure of such information in a manner that does not unreasonably interfere with result in the normal operation loss of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceprivilege, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement other agreements or arrangements) or (ii) contravene any Applicable Law (including Antitrust Laws). In no event shall Parent be permitted to avoid loss conduct any invasive testing of attorney-client privilege) the Company Owned Real Property or the Company Leased Real Property or the building, or improvements thereon, including sampling of soil, sediment, groundwater, surface water or building material. Parent will, and will cause its Representatives to, hold all information so obtained in accordance with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege the terms of the Confidentiality Agreement. No investigation or violating applicable Law, as applicable. All information exchanged access permitted pursuant to this Section 7.01 6.04 shall affect or be subject deemed to the confidentiality letter agreementmodify or cure any breach of, dated April 16or inaccuracy in, 2025, between any representation or warranty made by the Company and Parent, as amended (the “Confidentiality Agreement”)hereunder.

Access to Information; Confidentiality. Except if prohibited by any applicable From the date of this Agreement until the Effective Time, upon reasonable notice and subject to Applicable Law, the Company shall, and shall afford to Parent and cause its Subsidiaries to, (i) give to Parent’s Representatives, its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement to its offices, properties, books books, Contracts and records, Contracts and personnel, and, during such period, the Company shall furnish, (ii) furnish as promptly as reasonably practicablepracticable to Parent, to Parent its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information concerning its business, properties and personnel as Parent or Parent’s Representatives such Persons may reasonably request, in each case unless furnishing such information would constitute a violation of Applicable Law or of any confidentiality obligations of the Company or its Subsidiaries pursuant to contracts; provided that the Company and its Subsidiaries shall use commercially reasonable efforts to cause the beneficiaries of any such confidentiality obligations to provide any consent necessary to permit the Company and its Subsidiaries to furnish such information, and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with Parent in its investigation; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, (1) the Company shall not be required to afford such access if it would unreasonably disrupt its operations or furnish information those of any of its Subsidiaries or would cause a risk of a loss of privilege to the extent Company or any of its Subsidiaries or would constitute a violation of any Applicable Law and (i2) such Parent shall not have access to individual performance or evaluation records, medical histories or other information that in the reasonable opinion of the Company is sensitive or the disclosure of which could reasonably be expected to subject the Company or any of its Subsidiaries to risk of liability or information that is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicableother privilege. All information exchanged such access shall be subject to reasonable restrictions imposed from time to time with respect to the provision of privileged communications or any applicable confidentiality agreement with any Person. Any investigation pursuant to this Section 7.01 6.04 shall be conducted in such manner as not to unreasonably interfere with the conduct of the business of the Company or damage any property or any portion thereof. All information furnished pursuant to this Section shall be subject to the confidentiality letter agreement, dated as of April 1626, 20252012, between Parent and the Company and Parent, as amended (the ““ Confidentiality Agreement”). No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by the Company pursuant to this Agreement.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) Prior to Closing, the Company Sellers shall, and shall afford cause the other members of the Seller Group to Parent and (solely to the extent related to the Mexx Europe Business or the Pre-Closing Restructuring) at Parent’s Representatives, reasonable access during normal business hours sole cost and expense (under such amounts to be advanced or reimbursed to the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation Company (on behalf of the business Sellers) promptly upon request of the Company) during the period (i) provide to Parent and its Representatives access at reasonable times upon reasonably prior notice to the earlier of the Effective Time or the termination of this Agreement to its officers, employees, properties, books and recordsrecords of the Seller Group (solely to the extent related to the Mexx Europe Business or the Pre-Closing Restructuring) and the Acquired Companies, Contracts and personnel, and, during such period, the Company shall furnish, as (ii) furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel the Mexx Europe Business or the Pre-Closing Restructuring as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceforegoing, no member of the Company Seller Group shall not be required to afford provide such access if doing so is reasonably likely to unreasonably disrupt or furnish impair the business or operations of any member of the Seller Group or any of its Subsidiaries. Nothing herein shall require any member of the Seller Group or its respective Subsidiaries to disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) disclosure (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or reasonably be expected to result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss waiver of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client , work product doctrine or similar privilege or violating (B) would reasonably be expected to violate any applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject . (b) Notwithstanding anything to the confidentiality letter agreementcontrary in this Agreement, Parent and its Representatives shall not have the right to conduct appraisal or environmental and engineering inspections of the real property used by the members of the Seller Group and the Acquired Companies and none of Parent or its Representatives shall have the right to take and/or analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building or real property. (c) The Buyers and the Sellers shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated April 16May 26, 2025, between the Company and Parent, as amended 2011 (the “Confidentiality Agreement”), between The Gores Group, LLC and the Company with respect to the information disclosed under this Section 6.5. Parent hereby acknowledges and agrees that it is bound by the Confidentiality Agreement in the same manner as The Gores Group, LLC and as though it were an original party thereto. (d) Parent shall have the right to appoint up to two designees (the “Parent Designees”) who shall have the right from and after the date hereof to be present at the headquarters of the Mexx Europe Business at all times during normal business hours (including by the Sellers causing sufficient office space and assistance to be provided at such location to such persons) in order for such designees to assist in transition planning and monitor compliance with the terms of this Agreement, including Section 6.1 and Section 6.16, and the Sellers shall promptly provide to each Parent Designee such access and shall promptly furnish such information as such Parent Designee may reasonably request in furtherance of the foregoing.

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or for any applicable Lawaccess or disclosure that would reasonably be expected to violate or result in the loss or waiver of any attorney-client (or other legal) privilege or in the breach or violation of the provisions of any Contract to which the Company is a party (provided that the Company shall use its reasonable best efforts to obtain waivers of any such restrictions), during the Pre-Closing Period, the Company shall afford (and shall use reasonable best efforts to Parent cause its Representatives to), and to at Parent’s Representativesexpense, reasonable access during normal business hours (under the supervision of appropriate personnel and in such a manner that does as not to unreasonably interfere with the normal operation of the business of the CompanyCompany or any of its Subsidiaries: (i) provide to Parent and its Representatives reasonable access, during the period normal business hours and upon reasonable prior notice to the earlier Company by Parent, to the officers, employees, agents, properties, offices and other facilities of the Effective Time or Company and the termination of this Agreement Company Subsidiaries and to its properties, the books and records, Contracts records thereof; and personnel, and, during such period, the Company shall furnish, (ii) furnish as promptly as reasonably practicable, practicable to Parent such information concerning its the business, properties properties, Company Products, Contracts, assets, liabilities, personnel and personnel other aspects of the Company and the Company Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided, provided that any if such access shall or disclosure would reasonably be afforded and any such information shall expected to (A) be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceprohibited by applicable Law, the Company shall not be required use reasonable best efforts to afford provide such access or furnish information disclosure in a manner that does not violate Law or (B) would result in the loss or waiver of any attorney-client (or other legal) privilege or in the breach or violation of the provisions of any Contract, the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that would not result such loss, waiver, breach or violation, including to the extent (i) requested by Parent and if applicable, by entering into a customary joint defense agreement that may alleviate such information is loss of privilege. Nothing in this Section 6.02 will be construed to require the Company or any of its Representatives to prepare any appraisals or opinions. Any investigation conducted pursuant to the access contemplated by this Section 6.02 will be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Company or create a material risk of damage or destruction to any property or assets of the Company. Any access to the properties of the Company will be subject to the terms of a confidentiality agreement with a third party entered into prior Company’s reasonable security measures, health and safety measures, and insurance requirements, and will not include the right to perform any “invasive” testing or soil, air or groundwater sampling, including any Phase I or Phase II environmental assessments. To the Agreement Dateextent applicable, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared may satisfy its covenants set forth in this Section 6.02 by or for the Company Board) where the Company Board discussed (electronic means if physical access is not reasonably feasible or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate restricted under applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement public health or similar arrangement to avoid loss of attorney-client privilegeLaws or measures. (b) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by P▇▇▇▇▇, Merger Sub or their respective Representatives pursuant to this Section 7.01 6.02 shall be subject to kept confidential in accordance with the confidentiality letter agreementConfidential Disclosure Agreement, dated April 16June 12, 2025, between the Company and Parent, as amended 2023 (the “Confidentiality Agreement”)., between Parent and the Company; provided that nothing in the Confidentiality Agreement shall restrict Parent’s or Merger Sub’s ability to take any of the actions expressly contemplated by this Agreement. If this Agreement is terminated pursuant to Article VIII, it is agreed that, notwithstanding anything to the contrary in the Confidentiality Agreement, any term of the confidentiality and non-use obligations under the Confidentiality Agreement will be deemed to be extended to one (1) year following such termination. The Company and Parent hereby agree, in accordance with Section 13 of the Confidentiality Agreement, that the Confidentiality Agreement shall be deemed to have been, and hereby is, amended by the provisions of this Section 6.02

Access to Information; Confidentiality. Except if prohibited by any applicable LawThe Company shall, the Company and shall cause each Subsidiary to, afford to Parent Parent, and to Parent’s 's officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, full access at reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) times upon prior notice during the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its and its Subsidiaries' facilities, properties, books and recordsrecords (including stock records and access to its transfer agent) and to those officers, Contracts employees and personnelagents of the Company to whom Parent reasonably requests access (including the reasonable opportunity to communicate with the employees of the Company or its Subsidiaries that Parent expects to retain with respect to the benefits and compensation of such employees following the Share Acceptance Time), and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such all information concerning its and its Subsidiaries' business, finances, operations, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, request (it being agreed that none of the foregoing shall permit Parent or any such access shall be afforded and of its Representatives to conduct any such information shall be furnished at Parent’s expenseinvasive environmental testing or sampling). Notwithstanding the immediately preceding sentenceforegoing, neither the Company nor any of its Subsidiaries shall not be required to afford provide access to or furnish disclose information to the extent or documentation (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Boarda) where the Company Board discussed reasonably determines that such access or disclosure would contravene any Law or (or is information otherwise related tob) relating to (Ax) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination Biogen Idec Inc.'s proposed acquisition of the Company withand the Company's consideration of and response thereto (including the Company's process of soliciting third party interest in a Takeover Proposal prior to the date hereof), (y) the consideration, negotiation and performance of this Agreement and related agreements and (z) except as required by Section 5.02, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) made after the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege execution of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicablethis Agreement. All information exchanged No investigation conducted pursuant to this Section 7.01 6.02 shall affect or be subject deemed to qualify, modify or limit any representation or warranty made by the Company in this Agreement. Except for disclosures expressly permitted by the terms of the confidentiality letter agreementagreement dated as of January 11, dated April 16, 2025, 2010 between Parent and the Company and Parent(as it may be amended from time to time, as amended (the “"Confidentiality Agreement”"), Parent shall hold, and shall cause its respective officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company or its Representatives, directly or indirectly, in confidence in accordance with the Confidentiality Agreement.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, (a) Upon reasonable access notice during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior subject to the earlier of restrictions contained in confidentiality agreements to which such party is subject, between the date hereof and the Effective Time or of the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodMergers, the Company shall furnishwill give Playboy and its authorized representatives reasonable access to all employees, offices and other facilities and to all books and records of the Company and the Company Subsidiaries, will permit Playboy to make such inspections as promptly as Playboy may reasonably practicable, require and will cause the Company's officers and those of the Company Subsidiaries to Parent furnish Playboy with such financial and operating data and other information concerning its with respect to the business, properties and personnel of the Company and the Company Subsidiaries as Parent or Parent’s Representatives Playboy may from time to time reasonably request; provided, however, that no investigation pursuant to this Section 5.7(a) shall affect or be deemed to modify any such access of the representations or warranties made by the Company in this Agreement or by any executive officer of the Company in any certificate required to be delivered pursuant to Section 6.3(a). Playboy shall be afforded and any keep such information confidential in accordance with the terms of the confidentiality agreement dated July 16, 1997 between Playboy and the Company (the "Confidentiality Agreement"). (b) Upon reasonable notice during normal business hours and subject to the restrictions contained in confidentiality agreements to which such party is subject, between the date hereof and the Effective Time of the Mergers, Playboy will give the Company and its authorized representatives reasonable access to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, and to the organizational documents of Playboy and the Playboy Subsidiaries, will permit the Company to make such inspections as the Company may reasonably require and will cause Playboy's officers and those of the Playboy Subsidiaries to furnish the Company with such financial and operating data with respect to the business of Playboy and the Playboy Subsidiaries as the Company may from time to time reasonably request; provided, however, that no investigation pursuant to this Section 5.7(b) shall affect or be furnished at Parent’s expensedeemed to modify any of the representations or warranties made by Playboy in this Agreement or by any executive officer of Playboy in any certificate required to be delivered pursuant to Section 6.2(a). Notwithstanding The Company shall keep such information confidential in accordance with the immediately preceding sentenceterms of the Confidentiality Agreement. (c) Between the date hereof and the Closing Date, the Company shall not be required furnish to afford access or furnish information to Playboy within 45 days after the extent (i) such information is subject to the terms end of a confidentiality agreement with a third party entered into prior to the Agreement Dateeach fiscal quarter, (ii) such information relates to the applicable portions an unaudited balance sheet, income statement and statement of the minutes of the meetings cash flows of the Company Board (including any presentations or other materials on a consolidated basis, prepared in accordance with GAAP in conformity with the practices consistently applied by or for the Company Board) where with respect to its quarterly financial statements. All the foregoing in all material respects, subject to year-end adjustments, shall be in accordance with the books and records of the Company Board discussed and fairly present the consolidated financial position of the Company as of the last day of the period then ended. (or is information otherwise related tod) Between the date hereof and the Closing Date, Playboy shall furnish to the Company within 45 days after the end of each fiscal quarter, an unaudited balance sheet, income statement and statement of cash flows of Playboy on a consolidated basis, prepared in accordance with GAAP in conformity with the practices consistently applied by Playboy with respect to its quarterly financial statements. All the foregoing in all material respects, subject to year-end adjustments, shall be in accordance with the books and records of Playboy and fairly present the consolidated financial position of Playboy as of the last day of the period then ended. (Ae) Between the Transactions or any similar transaction involving date hereof and the sale Closing Date, the Company shall, upon Playboy's request, furnish to Playboy a list, to be certified at Closing by an executive officer of the Company, of each item and all information that would, on the date of this Agreement, have been required to be disclosed to Playboy on the Schedules to this Agreement if such item had existed or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Companyhad been available on such date; provided, however, that the Company will use its reasonable efforts to obtain any required consents for the no disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 5.7(e) shall affect or be subject deemed to modify any of the representations or warranties made by the Company or the Company Subsidiaries in this Agreement. (f) Between the date hereof and the Closing Date, Playboy shall, upon the Company's request, furnish to the confidentiality letter agreementCompany a list, dated April 16to be certified at Closing by an executive officer of Playboy, 2025of each item and all information that would, between on the date of this Agreement, have been required to be disclosed to the Company and Parenton the Schedules to this Agreement if such item had existed or such information had been available on such date; provided, as amended (however, that no disclosure pursuant to this Section 5.7(f) shall affect or be deemed to modify any of the “Confidentiality representations or warranties made by the Playboy Entities in this Agreement”).

Access to Information; Confidentiality. Except if prohibited by (a) From the date hereof until the Closing (or until the earlier, valid termination of this Agreement in accordance with Section 9.01), upon reasonable notice, Seller shall: (i) afford Purchaser and its Representatives (including any applicable Law, the Company shall afford to Parent and to Parent’s Representatives, financing sources) reasonable access to the personnel, properties and Books and Records of the Business; and (ii) furnish to Purchaser and its Representatives (including any financing sources) such additional operating data and other information regarding the Business (or copies thereof) as Purchaser may from time to time reasonably request (including for purposes of conducting environmental assessments); provided, however, that any such access or furnishing of information shall be subject to Seller’s reasonable insurance requirements and conducted at Purchaser’s expense, during normal business hours (hours, under the supervision of appropriate personnel Seller or its Representatives and in such a manner that does as not to unreasonably interfere with the normal operation operations of the business of the Company) during the period prior to the earlier of the Effective Time Seller or the termination of this Agreement Business Subsidiaries and shall not include the right to its propertiesperform any “invasive” testing or soil, books and recordsair or groundwater sampling, Contracts and personnelincluding without limitation, andany environmental site assessment, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parentwithout Seller’s Representatives may reasonably requestprior consent; provided, further, that neither Seller nor any of the Business Subsidiaries shall be required to disclose any information to Purchaser if such disclosure would, in Seller’s reasonable judgment: (w) contain information that in the reasonable, good faith judgment of Seller is competitively sensitive; (x) jeopardize any attorney-client or other legal privilege or the protections of the work product doctrine; (y) contravene any applicable Laws or Contract to which Seller or any of the Business Subsidiaries is a party as of the date hereof; or (z) expose Seller or any of the Business Subsidiaries to risk of liability for disclosure of sensitive or personal information; provided that, in any such access case, Seller or the applicable Business Subsidiaries shall be afforded and any provide such information shall be furnished at Parent’s expensein redacted form as necessary to preserve such privilege or protections or comply with such Law or Contract or otherwise make appropriate substitute disclosure arrangements, to the extent practicable. Notwithstanding anything herein to the immediately preceding sentencecontrary, the Company Seller shall not be required to afford access provide any U.S. federal consolidated income Tax Return (or furnish information any consolidated, combined, affiliated, unitary or similar income Tax Return) filed (or required to be filed after the extent Closing Date) by Seller or any of its Affiliates as the “common parent” of an “affiliated group” (i) such information is subject to within the terms meaning of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions Section 1504 of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions Code or any similar transaction involving the sale or analogous provision of the Companyapplicable income Tax law), or any portion thereof, in any form or manner whatsoever (each such Tax Return described in this sentence, a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, “Seller Affiliated Group Return”) to any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged Person pursuant to this Section 7.01 shall be subject to Agreement. (b) The terms of the confidentiality letter agreementConfidentiality Agreement, dated April 16as of March 9, 20252018, between the Company and Parent, as amended Purchaser (the “Confidentiality Agreement”), shall continue in full force and effect (including with respect to any information provided to Purchaser pursuant to Section 6.06(a)) until the Closing, at which time such Confidentiality Agreement shall terminate, other than with respect to the confidentiality and non-use obligations contained therein with respect to Evaluation Material (as defined therein) not related to the Business, which obligations shall continue in full force and effect for a period of five (5) years from the Closing Date. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in all respects. Notwithstanding anything herein to the contrary, the parties agree and acknowledge that the standstill and similar restrictions in the Confidentiality Agreement shall not apply upon the execution and delivery of this Agreement solely to the extent required to permit any action contemplated hereby and in accordance herewith and solely until any valid termination of this Agreement in accordance with its terms. (c) For a period of five (5) years from the Closing Date (provided that with respect to trade secrets of the Business, the confidentiality obligations in this Section 6.06(c) shall remain in effect for so long as the relevant information remains a trade secret under applicable Law), Seller shall, and shall cause its Subsidiaries to, hold in confidence any nonpublic information relating to the Business, regardless of the form in which such information was communicated or maintained, and all notes, reports, analyses, compilations, studies, files or other documents or materials, whether prepared by such party or their Affiliates to the extent relating to the Business; provided that the foregoing restriction shall not apply to information that is or becomes generally available to the public other than through an action or inaction by Seller or its Representatives in breach of the terms of this Section 6.06.

Access to Information; Confidentiality. Except if prohibited by any (a) During the Interim Period, upon reasonable prior notice and subject to applicable LawLaws relating to the exchange of information, Tall Oak Parent shall, and shall cause each of the Company shall Target Companies to, afford to Parent Summit and to Parent’s Representatives, its Representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation to all of the business Target Companies’ properties (to conduct visual inspections), books, Contracts and records (in each case, whether in physical or electronic form), officers, employees, accounting firms, counsel, financial advisors and other Representatives, in each case at the sole cost of the Company) during the period prior to the earlier of the Effective Time or the termination Summit. Notwithstanding any other provision of this Agreement to the contrary, Summit’s access hereunder shall not include the collection or analysis of samples, or any invasive or subsurface investigation of environmental media or property. (b) This Section 6.3 shall not require Tall Oak Parent to permit any access, or to disclose any information, (i) (A) which Tall Oak Parent reasonably believes it or the Target Companies are prohibited from providing to Summit by reason of applicable Law, (c) Any inspection or investigation conducted by Summit or its propertiesRepresentatives prior to the Closing will be conducted in accordance with applicable Laws, books including any applicable Environmental Laws, and records, Contracts and personnel, and, during in such period, manner as not to interfere unreasonably with the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as business or operations of Tall Oak Parent or the Target Companies. Subject to this Section 6.3, upon reasonable prior notice to Tall Oak Parent’s Representatives may reasonably request, Summit shall be authorized to perform visual environmental assessments and compliance evaluations with respect to any of the premises of Tall Oak Parent or any Target Company including Phase I environmental site assessments; provided, that Summit acknowledges that the permission of the operator (if other than Tall Oak Parent or any Target Company) or another Third Party may be required before Summit may perform visual assessments of such premises, in which such event, Tall Oak Parent shall use commercially reasonable efforts, but at no cost or expense to Tall Oak Parent, to obtain such permission for Summit upon Summit’s request, but Tall Oak Parent shall have no liability to Summit if such permission is not obtained; and provided further, that Summit shall not conduct any collection of surface or subsurface samples or intrusive testing of any environmental media at any premises of Tall Oak Parent or any Target Company without the prior written consent of the relevant Tall Oak Parent (such consent to be given or withheld in the sole discretion of Tall Oak Parent). None of Tall Oak Parent, any Target Company or any of their respective Affiliates make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.3, and Summit may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III or Article IV. (d) If Summit exercises its rights of access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentenceunder this Section 6.3 or otherwise, the Company shall not be required to afford access or furnish information to the extent conducts examinations or inspections under this Section 6.3 or otherwise, then (i) such information is subject to such (e) Except for disclosures permitted by the terms of a confidentiality agreement the Confidentiality Agreement, Summit and its Representatives will hold all information received from Tall Oak Parent pursuant to this Section 6.3 in confidence in accordance with a third party entered into the terms of the Confidentiality Agreement. (f) During the Interim Period, upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, Summit shall, and shall cause each of the other Summit Companies to, afford to Tall Oak Parent and its Representatives reasonable access during normal business hours to all of the Summit Companies’ properties (to conduct visual inspections), books, Contracts and records (in each case, whether in physical or electronic form), officers, employees, accounting firms, counsel, financial advisors and other Representatives, in each case at the sole cost of Tall Oak Parent. Notwithstanding any other provision of this Agreement Dateto the contrary, Tall Oak Parent’s access hereunder shall not include the collection or analysis of samples, or any invasive or subsurface investigation of environmental media or property. (g) This Section 6.3 shall not require Summit to permit any access, or to disclose any information, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related toi) (A) which Summit reasonably believes it or the Transactions or any similar transaction involving the sale Summit Companies are prohibited from providing to Tall Oak Parent by reason of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Personapplicable Law, (B) the disclosure of which could reasonably be expected to jeopardize any Company Takeover Proposal or applicable privilege (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize including the attorney-client privilege or the work-product doctrine) available to Summit, any other Summit Company or any of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect their Affiliates relating to such information as or (C) which Summit or any Summit Company is necessary required to permit disclosure keep confidential or prevent access to Parent without jeopardizing by reason of any Contract with or duty to any Third Party, (ii) relating to pricing or other matters that are highly sensitive if the exchange of such attorney-client privilege documents (or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”).portions

Access to Information; Confidentiality. (a) Except if as otherwise prohibited by applicable Law or the terms of any applicable LawContract entered into prior to the date hereof or would be reasonably expected to violate any attorney-client privilege, from the date of this Agreement until the Effective Time, the Company shall afford (and shall cause the Subsidiaries to), at Parent's expense: (i) provide to Parent and to Parent’s the officers, directors, employees, accountants, consultants, legal counsel, financing sources, agents and other representatives (collectively, "Representatives") of Parent reasonable access, reasonable access during normal business hours and upon reasonable prior notice by Parent, to the officers, employees, agents, properties, offices and other facilities of the Company and the Subsidiaries and to the books and records thereof, and (under ii) furnish promptly to Parent such information concerning the supervision of appropriate business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Subsidiaries as Parent or its Representatives may reasonably request. Without limiting the foregoing, Parent and its Representatives (including its financing sources) shall have the right to conduct appraisal and environmental and engineering inspections of each of the Properties, provided, however, (A) that unless reasonably required by the financing sources in connection with the Debt Financing, neither Parent nor its Representatives shall have the right to take and analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or to perform any invasive testing procedure on any building; and that any such taking and analyzing of samples or any such performance of invasive testing conducted pursuant to this Section 6.03 shall be reasonably acceptable to the Company, implemented in a manner that does not unreasonably interfere with disrupt the normal operation operations of the business Company or any of the Company) during Subsidiaries, and paid for by Parent at Parent's sole cost and expense; and that Parent, at Parent's sole cost and expense, shall return any site at which or from which, or that has otherwise been affected by, any taking and analyzing of samples or performance of invasive testing conducted pursuant to this Section 6.03, in all material respects, to the period condition existing at such site prior to the earlier taking and analyzing of samples or performance of invasive testing, and (B) Parent and Merger Sub shall, on a joint and several basis, indemnify and hold harmless the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodCompany, the Company Subsidiaries and their respective Representatives for and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them arising out of any personal injury or physical damage resulting from any appraisal or inspection conducted pursuant to this Section 6.03, except that, Parent and Merger Sub shall furnish, as promptly as reasonably practicable, have no obligation to Parent such information concerning its business, properties and personnel as Parent so indemnify or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information hold harmless to the extent (i) any such information is subject to liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments or penalties result from the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale negligence of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets toSubsidiaries, or combination one of the Company with, any other Person, their Representatives. (Bb) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged obtained by Parent or its Representatives pursuant to this Section 7.01 6.03 shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 16January 31, 20252004 (the "Confidentiality Agreement"), between Blackstone Real Estate Acquisitions IV L.L.C. and the Company and Parent, as amended Company. (c) No investigation pursuant to this Section 6.03 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the “Confidentiality Agreement”)obligations of the parties hereto.

Access to Information; Confidentiality. Except if prohibited by any (a) Upon reasonable notice and subject to applicable LawLaws relating to the exchange of information, each of the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities will (i) afford Parent GP and its Representatives reasonable access (and, with respect to books and records, the Company shall afford right to copy), during normal business hours, to their respective officers, employees, agents, properties, assets, books, offices, facilities, Contracts, Tax Returns, Permits and records and other information reasonably requested by Parent and to Parent’s Representatives(in each case, reasonable access whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, offices, facilities, Contracts, Tax Returns, Permits, assets and liabilities of the MLP Group Entities as Parent GP or its Representatives reasonably request, (under iii) reasonably cooperate with Parent GP and its Representatives to organize and facilitate meetings among Parent GP and its Representatives and the supervision MLP Entities and their respective Representatives to be located at the offices and facilities of appropriate personnel the MLP Group Entities at such times as Parent GP may reasonably request, (iv) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the MLP Group Entities if reasonably requested by Parent GP (which, for purposes of this Section 6.7, will be deemed to be furnished or produced upon MLP entering into an engagement with its regular external advisors to furnish such information to Parent GP) and (v) reasonably cooperate with Parent GP and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the MLP Group Entities as Parent GP may reasonably request; provided, however, that such access shall be provided on a basis that minimizes the disruption to the operations of the MLP Entities and in no event shall include invasive sampling or testing of the Environment; and provided further, that the foregoing will not require the MLP Entities (i) to permit any inspection, or to disclose any information, that in the reasonable judgement of the MLP Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the MLP Entities have used reasonable best efforts to obtain the Consent of such third party to such inspection or disclosure or (B) result in a violation of any Antitrust Laws, (ii) to disclose any privileged information of the MLP Group Entities to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the MLP Entities shall give notice to Parent of the fact that it is withholding such access or information and thereafter the MLP Entities shall use their respective reasonable best efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that does would not unreasonably interfere with reasonably be expected to cause such a disclosure, violation or waiver) or (iii) to disclose any information relating to the normal operation MLP Entities’ consideration of the business Transactions, including the minutes of the CompanyGP Conflicts Committee. (b) during The MLP Entities and the period prior ▇▇▇▇▇▇▇▇▇ Entities will furnish promptly to the earlier Parent Entities, and the Parent Entities will furnish promptly to the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities (i) a copy of each report, schedule and other document filed or submitted by any of them pursuant to the Effective Time requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by any of them from the termination of this Agreement to its properties, books SEC concerning compliance with securities Laws and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such (ii) all other information concerning its their and their respective Subsidiaries’ business, properties and personnel as the Parent Entities or Parent’s Representatives the MLP Entities and the ▇▇▇▇▇▇▇▇▇ Entities, as the case may be, may reasonably request; provided, that however, that, notwithstanding anything to the contrary herein and notwithstanding any such access shall be afforded and any such right to information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information under Law (to the extent such right under Law can be waived), except as specifically provided in Section 6.18(d), none of the MLP Group Entities, the ▇▇▇▇▇▇▇▇▇ Entities or their respective Affiliates or holders of their Equity Interests shall have the right at any time to examine the Tax Returns, Tax work papers, financial statements or books and records of the Parent, Merger Sub or their respective Affiliates for any purpose. (ic) such information is subject to Except for disclosures permitted by the terms of a confidentiality agreement with a third party entered into prior to the Agreement DateConfidentiality Agreement, (ii) such Parent GP and its Representatives will hold all information relates to received from the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged MLP Entities pursuant to this Section 7.01 6.7 in confidence in accordance with the terms of the Confidentiality Agreement. (d) Prior to and after the Closing, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall provide Parent and Parent GP access to the personnel, books, work papers and records of the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates relating to any of the MLP Group Entities to the extent reasonably necessary to enable Parent and Parent GP to prepare financial statements of the MLP Group Entities in such form and covering such periods as may be required by any applicable securities Laws to be filed with the SEC. Furthermore, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall use their commercially reasonable efforts to cause the independent public accountants of the MLP Group Entities to provide any consent necessary to the filing of such financial statements with the SEC and to provide such customary representation letters as are necessary in connection therewith. All of the financial statements, reports, opinions and related activities to be prepared, provided, delivered, made available or undertaken pursuant to this Section 6.7(d) shall be subject prepared, provided, delivered, made available and undertaken at the sole cost and expense of Parent. (e) For a period of three years following the Closing, the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates shall retain all books, records, information and documents in possession of the ▇▇▇▇▇▇▇▇▇ Entities and their Affiliates that are necessary to prepare and audit financial statements with respect to the confidentiality letter agreementassets and liabilities of, dated April 16or otherwise relating to, 2025the MLP Group Entities, between except to the Company extent originals or copies thereof are transferred to Parent and ParentParent GP in connection with Closing. (f) No investigation, as amended (or information received, pursuant to this Section 6.7 will modify any of the “Confidentiality Agreement”)representations and warranties of the Parties.

Access to Information; Confidentiality. Except if prohibited by any (a) Upon reasonable notice and subject to applicable LawLaws relating to the exchange of information, the Company each of ECC and Seller shall afford to Parent the officers and to Parent’s Representativesauthorized employees, accountants, counsel and other representatives of Acquirer, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement Closing, to all its properties, books and books, contracts, commitments, records, Contracts officers, employees, accountants, counsel and personnel, other representatives and, during such period, each of ECC and Seller shall make available to Acquirer all information concerning its business, properties and personnel as Acquirer may reasonably request. Subject to Section 6.05, each of ECC and Seller shall permit Acquirer to contact and make arrangements with employees of the Company Business regarding prospective employment with Acquirer after the Closing and neither Seller nor ECC shall furnishdiscourage in any way any employee of the Business from consulting with Acquirer or becoming associated with Acquirer after the Closing, and Seller and Acquirer shall use reasonable best efforts to facilitate this process, including, without limitation, making available to Acquirer personnel and other information as promptly as reasonably practicableAcquirer may request with respect to such employees. Neither ECC nor Seller shall be required to provide access to or disclose information pursuant to this Section 6.01(a) where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law, fiduciary duty or binding agreement entered into prior to Parent the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions in the preceding sentence apply. Acquirer shall, and cause its representatives to, use all reasonable efforts to prevent such access and inspection from interfering with the business operations of ECC and Seller. (b) For a period of eighteen months following the Closing Date, upon reasonable notice and subject to applicable Laws relating to the exchange of information, each of ECC and Seller shall afford to the officers and authorized employees, accountants, counsel and other representatives of Acquirer, reasonable access during normal business hours to all of its properties, books, contracts, commitments, records, officers, employees, accountants, counsel and other representatives and, during such period, each of ECC and Seller shall make available to Acquirer all such information concerning its business, properties and personnel as Parent or Parent’s Representatives Acquirer may reasonably request; provided, however, that any such the right of access granted to Acquirer pursuant to this Section 6.01(b) shall only be afforded available to the extent reasonably necessary for Acquirer to ascertain whether ECC and any such information Seller are in compliance with Section 6.10 and Section 6.11 hereof. Neither ECC nor Seller shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford provide access to or disclose information pursuant to this Section 6.01(b) where such access or furnish information to disclosure would violate or prejudice the extent (i) such information is subject to the terms rights of a confidentiality its customers, jeopardize any attorney-client privilege or contravene any Law, fiduciary duty or binding agreement with a third party entered into prior to the Agreement Datedate of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions in the preceding sentence apply. Acquirer shall, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of and shall cause its assets, representatives to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its all reasonable efforts to obtain any required consents for prevent such access and inspection from interfering with the disclosure business operations of such information ECC and take such other reasonable action Seller. (including entering into a joint defense agreement or similar arrangement c) During the period prior to avoid loss of attorney-client privilege) the Closing, Acquirer shall provide Seller and ECC with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege Seller or violating applicable Law, as applicable. ECC shall reasonably request regarding Acquirer’s progress toward obtaining the Requisite Regulatory Approvals and the completion of the Technology Upgrades. (d) All information exchanged obtained by Acquirer pursuant to this Section 7.01 6.01 shall be subject to kept confidential in accordance with the confidentiality letter agreement, dated April 16July 26, 2025, between the Company and Parent, as amended 2006 (the “Confidentiality Agreement”), between Bear, ▇▇▇▇▇▇▇ & Co. Inc. and ECC.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company to, afford to Parent Parent, Merger Sub and their respective Representatives reasonable access to its officers, employees, agents, properties, facilities, books, records, Contracts and other assets, and shall promptly furnish to Parent, Merger Sub and their respective Representatives copies of all existing financial, operating and other data and information as such Persons may from time to time reasonably request; provided that any such access (including to employees) shall be conducted at Parent’s Representativesexpense, at a reasonable access during normal business hours (under the supervision of appropriate personnel time and in such a manner that does as to not to interfere unreasonably interfere with the normal operation of the business of the Company) during . During the period prior to the earlier of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodPre-Closing Period, the Company shall furnishuse reasonable best efforts to, as promptly as reasonably practicableat the request of Parent, facilitate site visits by any of Parent, Merger Sub or their respective Representatives at any facility of a Third Party contract manufacturer of the Company. The Company shall instruct its Representatives to cooperate with Parent and Merger Sub in their investigation of the Company. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (b) Nothing herein shall require the Company to disclose any information to Parent if such information concerning its businessdisclosure would, properties and personnel as Parent in the Company’s reasonable discretion (i) jeopardize any attorney client or Parent’s Representatives may reasonably request; provided, other legal privilege (provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall use its reasonable best efforts to provide Parent and the applicable Representatives of Parent with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged analyses so long as such privilege will not be required to afford access jeopardized thereby) or furnish information to the extent (iii) such information is subject to the terms of a confidentiality contravene any applicable Law, fiduciary duty or binding agreement with a third party entered into prior to the Agreement Datedate hereof, (ii) such information relates including any confidentiality agreement to the applicable portions of the minutes of the meetings of which the Company Board is a party (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, provided that the Company will shall use its reasonable best efforts to obtain the consent of any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect agreement’s counterparty to such information as is necessary inspection or disclosure). The Company and Parent will each use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All under circumstances in which the restrictions of the preceding sentence apply. (c) The information exchanged disclosed pursuant to this Section 7.01 6.8 shall be subject to treated in accordance with the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended (the “Confidentiality Agreement”), which shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toRegistration Statement, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and VIALOG executed a Confidential Disclosure Agreement dated May 10, 1996, and a Second Confidential Disclosure Agreement dated May 31, 1996, (collectively, the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended Confidentiality Letter. (d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the “Confidentiality Agreement”)obligations of the parties.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to date hereof until the earlier of the Effective Time or and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Law and the terms of any existing Contracts, the Company shall, and shall cause its Subsidiaries and its and their respective Representatives to, afford to Hudbay and to its Representatives such access as Hudbay may reasonably require at all reasonable times, to the Company's officers, employees, agents, properties, books books, records and recordscontracts, Contracts and personnel, andshall furnish Hudbay with all data and information as Hudbay may reasonably request. Without limiting the foregoing, during such period, the Company shall, and shall furnishcause its Subsidiaries and its and their respective Representatives to, afford Hudbay and its Representatives such access to the Company Employees, the Company Property, the assets of the Company and its Subsidiaries and the data, information and records (including data, information and records relating to Company Employees and such monthly reports with respect to the operations of the Company and its Subsidiaries as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives Hudbay may reasonably request) as is reasonably necessary in order for Hudbay to observe the Company's operations, to facilitate the closing of the Arrangement and the transition of the business of the Company and its Subsidiaries to Hudbay, including right to have Representatives of Hudbay on-site at the Company Property from time to time at Hudbay's request; provided, and instruct the Representatives of the Company and its Subsidiaries to cooperate with Hudbay and its Representatives in its exercise of such rights; provided that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information during normal business hours upon reasonable advance notice to the extent (i) such information is subject to Company, under the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale supervision of the Company, or 's personnel and in such a material portion of its assets, to, manner as not to interfere with the license of a material portion conduct of the Company’s assets to, 's business or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege businesses of the Company. All such access shall be at the sole risk of Hudbay and its Representatives, violate applicable Law or result in antitrust risk for and Hudbay shall comply with and cause its Representatives to comply with all of the Company; provided, that 's policies with regard to health and safety while visiting any mines or processing facilities on the Company will use its reasonable efforts to obtain any required consents for Property. (b) Hudbay and the disclosure of such Company acknowledge and agree that information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged furnished pursuant to this Section 7.01 5.14 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between terms and conditions of the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such periodin accordance with the terms set forth in Article VII, the Company shall, and shall furnishcause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices and other facilities and to all books, records, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly as reasonably practicable, to Parent such other information concerning the business and properties of the Company and its business, properties and personnel Subsidiaries as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expenserequest from time to time. Notwithstanding the immediately preceding sentence, Neither the Company nor any of its Subsidiaries shall not be required to afford provide access to or furnish disclose information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure would jeopardize the attorney-client privilege protection of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention). The Company acknowledges that the Parent has made arrangements for an outside consultant to review, on behalf of the Parent, the Company’s network compliance documentation soon after the execution of this Agreement. Without limiting the generality of the foregoing provisions of this Section 5.03(a), the Company agrees to (i) cooperate with such consultant in regard to such review and (ii) provide such consultant with access to all of the Company’s applicable Lawnetwork compliance documentation (including, without limitation, coordinating, as applicablenecessary, with the Company’s custodian to provide such consultant with access to the applicable network compliance documentation and data). All information exchanged No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Section 7.01 Agreement. (b) Parent and the Company shall be subject comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality letter agreementConfidentiality Agreement, dated April 16June 8, 2025, 2011 between Parent and the Company and Parent, as amended (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Except if prohibited by any (a) Subject to applicable Law, the Company shall afford Forest will provide and will cause Forest’s Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to Parent provide New Sabine Holdings and to Parent’s its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, customers, suppliers, properties, books and records of Forest Entities (under the supervision of appropriate personnel and in a manner that so long as such access does not unreasonably interfere with the operations of Forest or the Forest Entities) as New Sabine Holdings may reasonably request. Subject to applicable Law, New Sabine Holdings will provide and will cause New Sabine Holdings’ Subsidiaries and its and their respective Representatives to provide Forest and its authorized Representatives, during normal operation of the business of the Company) during the period prior hours and upon reasonable advance notice, such reasonable access to the earlier of the Effective Time or the termination of this Agreement to its offices, employees, properties, books and records, Contracts and personnel, and, during records of the Sabine Entities (so long as such period, access does not unreasonably interfere with the Company shall furnish, operations of New Sabine Holdings or the Sabine Entities) as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives Forest may reasonably request; provided, that any such . No party shall have access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions personnel records of the minutes other party or any of the meetings of the Company Board (including any presentations its Subsidiaries relating to individual performance or evaluation records, medical histories or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Companythat in such other party’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for opinion the disclosure of such information and take which could subject such other reasonable action party or any of its Subsidiaries to risk of liability. No party shall be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the other party or its Subsidiaries without the prior written consent of such other party, which may be granted or withheld in such other party’s sole discretion. (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilegeb) with With respect to such any information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged disclosed pursuant to this Section 7.01 6.3, each of New Sabine Holdings and Forest shall be subject comply with, and shall cause each of its Subsidiaries and their respective Representatives to comply with, all of its obligations under the confidentiality letter agreement, dated April 16January 17, 20252014, between the Company previously executed by Sabine O&G and Parent, as amended Forest (the “Confidentiality Agreement”). No party shall be required to provide access to or disclose any information where such access or disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract, Law or order (it being agreed that the parties shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

Access to Information; Confidentiality. Except if prohibited (a) From the date hereof until the Closing Date, Seller to the extent permitted by Applicable Law will (i) give, and will cause the Company and each Subsidiary to give, Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties (including for purposes of performing Phase I environmental assessments), books and records of the Company and the Subsidiaries and to the books and records of Seller relating to the Company and the Subsidiaries and (ii) furnish, and will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or any Subsidiary as such Persons may reasonably request. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company. Notwithstanding the foregoing, Buyer shall not have access to (A) personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company or any Subsidiary to risk of liability or (B) any information or documentation that would in the reasonable discretion of Seller waive any attorney-client privilege, attorney work product protection or other legal privilege applicable to such information or documentation or any other applicable legal privilege. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller hereunder. (b) After the Closing, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Applicable Law, all confidential documents and information concerning the Company and the Subsidiaries, except to the extent that such information can be shown to have been (i) deemed free of such restrictions in writing by Buyer, (ii) previously known on a nonconfidential basis by Seller or its Affiliates, (iii) in the public domain through no fault of Seller or its Affiliates, (iv) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company and the Subsidiaries, (v) legally required to be disclosed by subpoena, other legal process or requests pursuant to investigation by any applicable LawGovernmental Authority or any Applicable Law or (vi) independently developed by Seller or its Affiliates without use or reference to such confidential information; provided that Seller may disclose such information to its officers, directors, employees, accountants, counsel, consultants, advisors and agents in connection with the transactions contemplated by this Agreement so long as such Persons are informed by Seller of the confidential nature of such information and are directed by Seller to treat such information confidentially. Seller shall be responsible for the breach of this Section 5.02(b) by its Affiliates and their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents. (c) On and after the Closing Date, Seller shall retain and will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary or useful for Buyer in connection with any audit, financing, investigation, dispute or litigation relating to the Company or any Subsidiary; provided that any such access by Buyer shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation conduct of the business of the Company) during the period prior to the earlier Seller. Buyer shall bear all of the Effective Time or out-of-pocket costs and expenses (including attorneys’ fees and expenses) reasonably incurred in connection with the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably requestforegoing; provided, however, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company Seller shall not be required to afford disclose any information or provide such access or furnish information to if such disclosure would, in the extent Seller’s reasonable discretion, (i) such information is subject to the terms of a confidentiality jeopardize any attorney-client privilege or (ii) contravene any Applicable Laws or binding agreement with a third party entered into prior to the Agreement date hereof. Unless otherwise consented to in writing by Buyer, Seller shall not be permitted, for a period of five years following the Closing Date, (ii) such to destroy, alter or otherwise dispose of any material books and records having material information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary the Company or any Subsidiary relating to permit disclosure to Parent without jeopardizing such attorney-client privilege periods on or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject prior to the confidentiality letter agreement, dated April 16, 2025, between the Company Closing Date without first giving reasonable prior written notice to Buyer and Parent, as amended (the “Confidentiality Agreement”)offering to surrender to Buyer such books and records or such portions thereof at Buyer’s sole cost and expense.

Access to Information; Confidentiality. Except During the first four -------------------------------------- months of the Consulting Period, WII will provide you with voice mail, e- mail and access to the Companies' computer network to the extent necessary for you to perform the Consulting Services. You acknowledge that in the course of your engagement as a consultant to the Companies (and, if prohibited applicable, their predecessors), you may become acquainted with the Companies' business affairs, information, trade secrets, and other matters which are of a proprietary or confidential nature, including but not limited to the Companies' and their predecessors' operations, business opportunities, price and cost information, finance, customer information, business plans, various sales techniques, manuals, letters, notebooks, procedures, reports, products, processes, services, and other confidential information and knowledge (collectively the "Confidential Information") concerning the Companies' and their predecessors' business. You understand and acknowledge that such Confidential Information is confidential, and you agree not to disclose such Confidential Information to anyone outside the Companies except to the extent that (i) you deem such disclosure or use reasonably necessary or appropriate in connection with performing your Consulting Services to the Companies; (ii) you are required by order of a court of competent jurisdiction (by subpoena or similar process) to disclose or discuss any applicable LawConfidential Information, provided that in such case, you shall promptly inform WII of such event, shall cooperate with the Company Companies in attempting to obtain a protective order or to otherwise restrict such disclosure, and shall afford only disclose Confidential Information to Parent the minimum extent necessary to comply with any such court order; (iii) such Confidential Information becomes generally known to and to Parent’s Representativesavailable for use by the hotel and hospitality industry (the "Hotel Industry"), reasonable access during normal business hours other than as a result of any action or inaction by you; or (under iv) such information has been rightfully received by a member of the supervision of appropriate personnel and Hotel Industry or has been published in a manner that does not unreasonably interfere with form generally available to the normal operation of the business of the Company) during the period Hotel Industry prior to the earlier date you propose to disclose or use such information. You further agree that you will not during the Consulting Period and/or at any time thereafter use such Confidential Information in competing, directly or indirectly, with the Companies. Upon termination of the Effective Time or the termination of this Agreement to its propertiesConsulting Period, books and records, Contracts and personnel, and, during such period, the Company you shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information turn over to the extent (i) such information is subject Companies all Confidential Information, including papers, documents, writings, electronically stored information, other property, and all copies of them provided to or created by you during the course of your engagement as a consultant to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)Companies.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall afford to Parent Buyer and to Parent’s Representativestheir respective accountants, counsel, financial advisors and other representatives reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during upon reasonable notice throughout the period prior to the earlier of the Effective Time or the termination of this Agreement Closing Date to its their respective properties, books books, contracts, commitments, personnel and records, Contracts and personnel, records and, during such period, the Company shall furnish, as furnish promptly as reasonably practicable, to Parent such information concerning its businessbusinesses, properties and personnel as Parent or Parent’s Representatives may Buyer shall reasonably request; provided, that any however, such access investigation shall not unreasonably disrupt the Company’s operations and must be conducted in accordance with the procedures established by the Company. All nonpublic information provided to, or obtained by, Buyer in connection with the transactions contemplated hereby shall be afforded “Evaluation Material” for purposes of the Confidentiality Agreement dated July 12, 2007 between Schottenstein Stores Corporation and any Buyer (the “Confidentiality Agreement”), the terms of which shall continue in force; provided that Buyer and the Company may disclose such information shall as may be furnished at Parent’s expensenecessary in connection with seeking any regulatory approvals. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford access provide any information which it reasonably believes it may not provide to Buyer by reason of applicable law, rules or furnish regulations, which constitutes information protected by attorney/client privilege, or which any Seller or the Company is required to keep confidential by reason of contract, agreement or other obligation to third parties. (b) Each of Buyer and the Sellers, each on behalf of itself individually and, with regard to Sellers, to the extent that such Seller has such books and records in its possession as of the Closing Date, agrees to (i) hold all of the books and records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of three (3) years from the Closing Date or such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, longer time as may be required by law and (ii) following the Closing Date to afford Buyer and each Seller, as applicable, their accountants and counsels, during normal business hours, upon reasonable request, reasonable access to such information relates books, records and other data and to the applicable portions of the minutes of the meetings employees of the Company Board (including and any presentations or other materials prepared by or affiliates to the extent that such access may be requested for any purpose related to the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale preparation of the Company, or a material portion of its assets, toTax Returns, the license calculation of Contingent Consideration or Final Reconciliation or in order for Buyer to meet its Form 8-K obligations within the applicable time period required by such form, at no cost to any Seller (other than for reasonable out-of-pocket expenses); provided, however that such access rights shall (i) not be exercised in a material portion of manner that unreasonably interferes with the Company’s assets to, or combination business of the Company withor the Sellers, as applicable, and (ii) be exercised in a manner so as to maintain the privileged nature of any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel information that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts may be subject to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited (a) To the extent not restricted by any third party agreement or applicable Lawlaw, the Company shall afford shall, subject to any necessary third-party approvals, allow the Parent and to Parent’s Representativesits officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors reasonable access during normal business hours (under hours, at such party’s sole risk and expense, to all facilities, properties, personnel, books and records of the supervision of appropriate personnel Company and its subsidiaries. Parent agrees to conduct its investigation in a manner that does not interfere unreasonably interfere with the normal operation Company’s or its subsidiaries’ operations and with the prompt and timely discharge by such party’s employees of their duties. Parent agrees to indemnify and hold the Company and its subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any representative of the business Parent Parties, and any loss, damage to or destruction of any property owned by the Company or the subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Company) Parent Parties’ representatives during any visit to the period business or property sites of the Company or the subsidiaries prior to the earlier completion of the Effective Time Merger, whether pursuant to this Section 5.2 or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expenseotherwise. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford provide access to or furnish otherwise disclose information to the extent (i) if such information is subject to to, or such access or disclosure would jeopardize, the terms of a confidentiality agreement with a third party entered into prior to the Agreement Dateattorney-client privilege, (ii) such information relates to the work product doctrine or other applicable portions of the minutes of the meetings of privilege concerning legal proceedings or governmental investigations; provided that the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) shall use its commercially reasonable efforts to (A) obtain the Transactions required consent of such Third Party to provide such access or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Persondisclosure, (B) any develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent and the Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering enter into a joint defense agreement or similar arrangement to avoid loss implement such other techniques if the parties determine that doing so would reasonably permit the disclosure of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without violating applicable law or jeopardizing such attorney-client privilege privilege. None of the Parent Parties nor any of their officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors or violating applicable Lawother advisors shall conduct any environmental testing or sampling on any of the business or property sites of the Company or its subsidiaries prior to the completion of the Merger without the prior written consent of the Company, as applicable. All which consent shall not be unreasonably withheld. (b) Any information exchanged pursuant to obtained by the Parent Parties or the Company or their respective directors, officers, employees, representatives, consultants, attorneys, agents, lenders, bankers, financial advisors and other advisors under this Section 7.01 5.2 shall be subject to the confidentiality and use restrictions contained in that certain letter agreement, dated April 16, 2025, agreement between the Company and ParentParent dated March 26, as amended 2010 (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toRegistration Statement, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Merger and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and VIALOG have executed one or more Confidential Disclosure Agreements (collectively, the 34 "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended Confidentiality Letter. (d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the “Confidentiality Agreement”)obligations of the parties.

Access to Information; Confidentiality. Except if prohibited by any applicable Upon reasonable advance notice and subject to Applicable Law, the Company each Party shall, and each Party shall cause its Subsidiaries to, afford to Parent the other Party and to Parent’s Representativesits Subsidiaries and their respective Representatives reasonable access, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior from the date of this Agreement to the earlier of the Effective Time Closing or the termination of this Agreement Agreement, to its all their respective properties, books books, Contracts, personnel and records, Contracts and personnel, records and, during such period, each Party shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to the Company shall furnish, as promptly as reasonably practicable, to Parent such other Party all information concerning its business, finances, properties and personnel as Parent or Parent’s Representatives the Company, as applicable, may reasonably request; provided, provided that each Party and its Subsidiaries may withhold any such access shall be afforded and any such document or information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (ia) such information that is subject to the terms an obligation of a confidentiality agreement with a third party entered into prior Third Party (provided that each Party and its Subsidiaries shall use their reasonable best efforts to the Agreement Datepermit reasonable disclosure not in violation of any such confidentiality obligation), (iib) such information relates the disclosure of which would violate any Law or fiduciary duty (provided that each Party and its Subsidiaries shall use their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or fiduciary duty), (c) that is subject to attorney-client or other privilege (provided that the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or Party and its Subsidiaries shall use their reasonable best efforts to allow for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information disclosure to the maximum extent that would jeopardize the attorney-client privilege of the Company, violate applicable Law or not result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain a waiver of any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Lawother privilege), as applicableor (d) regarding the deliberations of the Board of Directors of the Company or any of its Subsidiaries or any committee thereof with respect to the Transactions or the entry into this Agreement, or any materials provided to the Board of Directors of the Company or any of its Subsidiaries or any committee in connection therewith. Parent shall notify Company of any Parent or Merger Sub meetings of either of their Boards of Directors and shall allow Company to observe any such meetings; Parent shall circulate to Company any materials circulated to the Board of Directors or shareholders of Parent or Merger Sub. All information exchanged pursuant to this Section 7.01 7.02 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between terms of the Company and Parent, as amended (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From the Execution Date until the Closing Date, Seller will, and will cause its Affiliates to, (i) cause the Company shall afford to Parent give Buyer Group and to Parent’s Representatives, their Representatives reasonable access to the assets, inventory, employees, offices, properties, and corporate governance and other books and records of the Company and the Business (excepting, in all cases, any such items relating to Delta, American, or any other major airline or Affiliate or consultant or adviser thereto), (ii) cause the Company to furnish to Buyer Group and their Representatives such financial and operating data and other information relating to the Company and the Business as such Persons may reasonably request and (iii) instruct the employees and counsel of Seller to reasonably cooperate with Buyer in its investigation of the Company. Any investigation pursuant to this Section 5.02 shall be conducted only with reasonable advance notice to Seller and the Company and only during normal business hours (under the supervision of appropriate personnel and in such manner as not to interfere unreasonably with the conduct of Seller’s business or the Company. Notwithstanding the foregoing, Buyer shall not have access to any of the following (collectively, “Confidential Documents”): personnel records of the Company relating to individual performance or evaluation records, or medical histories; information relating to the Third-Party CPAs; any Contracts or other information pursuant to which the Company is bound by confidentiality or non-disclosure obligations with respect thereto; or any other information which in Seller’s good faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability or violation of Laws; provided, however, that (A) Seller shall be obligated to use commercially reasonable efforts to request and obtain any consents or waivers necessary for Buyer Group and their Representatives to gain access to the Confidential Documents to the extent reasonably necessary for Buyer to conduct its due diligence review of the Company (excepting, in all cases, any such items relating to Delta, American or any other major airline or Affiliate or consultant or adviser thereto), (B) Schedule 5.02 currently sets forth, and will set forth from and after the Execution Date through the Closing Date, a manner list and description of the material facts relating to each Confidential Document that does imposes obligations or liabilities of the Company or Buyer Group following the Closing and for which Seller, despite such commercially reasonable efforts, did not receive a consent or waiver with respect to the confidentiality or non-disclosure obligations therein, and (C) without limiting Seller’s obligations under Section 5.01, Seller will continue to update Schedule 5.02 from and after the Execution Date until the Closing Date to remove Confidential Documents if applicable consents or waivers are obtained, and also to supplement such schedule with any other Confidential Document that contemplates obligations or liabilities of the Company or Buyer Group, and also to maintain the accuracy of such schedule in compliance with the foregoing clause (ii) of this Section 5.02. (b) Prior to the Closing, Seller hereby agrees to, and shall cause its Affiliates to, be bound by and comply with the terms and conditions of the Confidentiality Agreement, regardless of any termination of the Confidentiality Agreement pursuant to its terms prior to the Closing Date, and covenants and agrees to keep confidential, in accordance with the terms and conditions of the Confidentiality Agreement (in the event that the Confidentiality Agreement has terminated pursuant to its terms, as if the Confidentiality Agreement were still in full force and effect), information provided to or received from, as applicable, the Buyer Group in connection with this Agreement as if such information constituted “Confidential Information” pursuant to such Confidentiality Agreement. After the Closing, Seller and its Affiliates will hold, and will use all commercially reasonable efforts to cause their respective Representatives to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential documents and information, whether written or oral, concerning the Company, except to the extent that such information was (i) previously known on a non-confidential basis by Seller, (ii) in the public domain through no fault of Seller or any of its Representatives, or (iii) later lawfully acquired by Seller from sources other than those related to its prior ownership of the Company. If Seller or any of its Representatives becomes compelled to disclose any information otherwise restricted by this Section 5.02(b) by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed; provided, however, that Seller shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. (c) On and after the Closing Date, Seller will promptly afford reasonable access to Buyer and its Representatives to its books of account, financial and other records (including accountant’s work papers), information, employees and auditors to the extent reasonably necessary for Buyer in connection with any audit, investigation or Proceeding (other than any Proceeding involving Seller) relating to the Company; provided that any such access by Buyer shall be conducted during normal business hours and shall not unreasonably interfere with the normal operation conduct of the business of the Company) during the period prior to the earlier Seller. Buyer shall bear all of the Effective Time or the termination of this Agreement to its properties, books out-of-pocket costs and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board expenses (including any presentations or other materials prepared by or reasonable attorneys’ fees, but excluding reimbursement of Seller for general overhead, salaries and employee benefits) in connection with the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the confidentiality letter agreement, dated April 16, 2025, between the Company and Parent, as amended (the “Confidentiality Agreement”)foregoing.

Access to Information; Confidentiality. Except if prohibited by any applicable Law(a) From the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company shall, and shall afford cause the Company Subsidiaries to (i) provide to Parent and to Parent’s RepresentativesMerger Sub and their respective Representatives and Debt Financing Sources reasonable access, reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company and the Company Subsidiaries, and upon reasonable prior written notice to the Company, to the officers, employees, properties, Company Permits, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof and (under ii) use commercially reasonable efforts to furnish to Parent and Merger Sub and their respective Representatives and Debt Financing Sources, during normal business hours upon prior reasonable notice such information concerning the supervision business, properties, Contracts, Company Permits, personnel, books and records (including Tax records), assets and liabilities of appropriate personnel the Company and the Company Subsidiaries as Parent or Parent’s Representatives and Debt Financing Sources may reasonably request; provided that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes, in its reasonable good faith judgment, that doing so would (A) result in the loss of attorney-client, work product or other privilege, (B) result in the disclosure of any trade secrets of Third Parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any Third Party, or otherwise breach, contravene or violate any such effective Contract to which the Company or any Company Subsidiary is a party, (C) violate any applicable Law (including Competition Laws and any COVID-19 Measures), or (D) to the extent the Company reasonably determines in good faith, in light of COVID-19 or any COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, that the Company shall use its reasonable best efforts to cause such information (or portions of such information) to be provided in a manner that would not violate the foregoing. Any access to the properties of the Company or any of its Subsidiaries or investigations conducted by Parent or Merger Sub pursuant to this Section 6.2 (1) shall be conducted in a manner that does not unreasonably interfere with the normal operation conduct of the business of the Company) during the period prior Company or any Company Subsidiaries or create a reasonably likely risk of damage or destruction to the earlier of the Effective Time any property or the termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings assets of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other PersonSubsidiaries, (B2) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject to the Company’s reasonable security measures and insurance requirements, and (3) shall not include the right to perform invasive testing without the Company’s prior written consent, in its sole discretion. Nothing in this Section 6.2 shall be construed to require the Company, any of its Subsidiaries or any Representatives of any of the foregoing to prepare any reports, analyses, appraisals or opinions. (b) Each of Parent and Merger Sub hereby agrees that all information provided to it or any of their Representatives in connection with this Agreement and the consummation of the transactions contemplated hereby shall be deemed to be “Evaluation Material,” as such term is used in, and shall be treated in accordance with, the confidentiality letter agreement, dated April 16as of March 15, 2025, 2021 between the Company and Parent, as amended Parent (the “Confidentiality Agreement”).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From and after the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination date of this Agreement to its properties, books upon reasonable prior written notice and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior the Confidentiality Agreement the Company will (i) give Parent and Purchaser and their authorized accountants, investment bankers, counsel and other representatives reasonable access (during regular business hours upon reasonable notice) to members of the Agreement DateCompany’s management, plants, offices, warehouses and other facilities and to all books, contracts, commitments and records (including Tax returns) of the Company and its Subsidiaries and cause the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or Purchaser may reasonably request, (ii) permit Parent and Purchaser to make such reasonable inspections as they may reasonably require, and (iii) cause its officers and those of its Subsidiaries to furnish Parent and Purchaser with such financial and operating data and other information relates with respect to the applicable portions of the minutes of the meetings business, properties and Personnel of the Company Board (including and its Subsidiaries as Parent or Purchaser may from time to time reasonably request. Notwithstanding the foregoing, any presentations such investigation or other materials prepared by consultation shall not include any invasive testing or for environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the Company Board) where the Company Board discussed (business or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination operations of the Company with, or its Subsidiaries or otherwise result in any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company determines in good faith after consulting with counsel that affording nor its Subsidiaries shall be required to provide access to or to disclose information where such access or furnishing such information disclosure would jeopardize the attorney-client privilege of the Company, violate applicable Law Company or result in antitrust risk for the Company; its Subsidiaries (provided, that the Company will shall use its reasonable best efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar put in place an arrangement to avoid permit such disclosure without loss of attorney-client privilege, to the extent possible) with respect or contravene any law or binding agreement entered into prior to such information as is necessary the date of this Agreement (provided that the Company shall use its reasonable best efforts to permit such disclosure to Parent without jeopardizing contravening such attorney-client privilege law or violating applicable Law, as applicablesuch agreement). All information exchanged No investigation pursuant to this Section 7.01 6.03 or otherwise shall be subject affect any representation or warranty in this Agreement or any condition to the confidentiality letter agreement, dated April 16, 2025, between obligations of the Company and Parent, as amended (the “Confidentiality Agreement”)parties hereto.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, (a) From and after the Company shall afford to Parent date of this Agreement and to Parent’s Representatives, reasonable access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior to the earlier of the Effective Time or the termination of this Agreement pursuant to Article VII, the Company shall, and shall cause its Subsidiaries, to (i) provide to Parent and its Representatives reasonable access during normal business hours and upon reasonable advance notice to the officers, employees, properties, assets, books and records, Contracts and personnel, records and, during use commercially reasonable efforts to cause, accountants (subject to prior execution of customary access and non-reliance letters if required by such period, accountants) of the Company shall furnish, as and its Subsidiaries and (ii) furnish promptly as reasonably practicable, to Parent such information concerning the Company and its business, properties and personnel Subsidiaries as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished conducted at Parent’s expenseexpense and under the supervision of appropriate personnel of the Company or its applicable Subsidiaries. Notwithstanding the immediately preceding sentenceforegoing, the Company shall not be required to afford provide such access if it reasonably determines that such access may unreasonably disrupt, impair or furnish interfere with the business or operations of the Company or any of its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries to disclose information to the extent (iA) such information is subject disclosure would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege held by the terms Company or any of a confidentiality agreement with a third party entered into prior to the Agreement Dateits Subsidiaries, (iiB) such disclosure would violate any applicable Law or any confidentiality obligation of such party, or (C) such information relates to the negotiation and execution of this Agreement, is reasonably pertinent to any adverse Legal Action between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, or relates to, subject to Section 5.3, a Takeover Proposal; provided, further, that information regarding Legal Actions 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 that the Company determines limiting disclosure in such manner would be reasonably required for the purpose of complying with applicable portions Law. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under each of the minutes Confidentiality Agreements with respect to the information disclosed under this Section 5.2, except that, notwithstanding anything to the contrary in the Confidentiality Agreements, prior to the termination of this Agreement pursuant to Article VII (and only if this Agreement is not so terminated): (i) other than sources of equity or debt financing previously agreed to by the Company, any actual or potential sources of equity or debt financing of Wise Road Capital LTD. shall not be considered Representatives (as defined in the Confidentiality Agreement) unless consented to in writing by the Company, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) the first sentence of paragraph 3 of the meetings Confidentiality Agreement shall not apply to any such actual or potential sources of equity or debt financing that is a Representative (as defined in the Confidentiality Agreement), and the third sentence of paragraph 3 of the Confidentiality Agreement shall not prohibit the establishment of customary “trees” dedicated to Parent and Parent’s Affiliates at such potential sources of debt financing and (iii) the first sentence of paragraph 4 of the Confidentiality Agreement shall not apply from and after the date hereof, subject to Section 5.2(a). (c) Nothing contained in this Agreement shall give Parent or its Affiliates, directly or indirectly, rights to conduct or cause to be conducted any environmental investigation of the current or former operations or facilities of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving of its Subsidiaries without the sale prior written consent of the Company, which may be withheld or a material portion conditioned in its sole discretion. (d) Parent hereby agrees that, except (i) as contemplated by this Agreement or (ii) for communications consistent with communications plans pre-approved by the Company, it is not authorized to and shall not (and shall not permit any of its assetsRepresentatives or Affiliates to) contact any employee, tolandlord, the license of a customer, supplier or other material portion of the Company’s assets to, or combination business relation of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, its Subsidiaries in respect of or (iii) related to the transactions contemplated by this Agreement before the Closing without the prior written consent of the Company determines in good faith after consulting (not to be unreasonably withheld, delayed or conditioned), following which the Company and its Subsidiaries shall take all actions reasonably necessary to facilitate any such contacts. In the event that such contact with counsel that affording such access an employee, landlord, customer, supplier or furnishing such information would jeopardize other material business relation of the attorney-client privilege of Company or its Subsidiaries is approved by the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged pursuant to this Section 7.01 shall be subject given the reasonable opportunity to the confidentiality letter agreementparticipate in discussions and meetings with, dated April 16and copied on all correspondence of, 2025, between the Company and Parent, as amended (its Affiliates or Representatives, on the “Confidentiality Agreement”)one hand, and any such approved employee, landlord, customer, supplier or other material business relation, on the other hand, prior to Closing.

Access to Information; Confidentiality. Except if prohibited by any applicable Law, From the Company shall afford to Parent and to Parent’s Representatives, reasonable access during normal business hours (under the supervision date of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during the period prior this Agreement to the earlier of the Effective Time or and the termination of this Agreement to its propertiesin accordance with Article 7, books and records, Contracts and personnel, and, during such periodsolely for purposes of furthering the consummation of the Transactions or integration planning relating thereto, the Company shall, and shall furnishcause each of its Subsidiaries to: (a) provide to Parent and Merger Sub and their respective Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the business conducted by the Company or any of its Subsidiaries or create risk of damage or destruction to any asset or property of the Company or any of its Subsidiaries, as promptly as reasonably practicableupon reasonable prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and each of its Subsidiaries and to the books and records thereof; (b) cause the Company’s and its Subsidiaries’ employees, advisors and other Representatives to reasonably cooperate with Parent and its Representatives during normal business hours upon prior notice with respect to Parent’s investigation of the Company and its Subsidiaries; and (c) furnish during normal business hours upon reasonable prior notice such information (to the extent not publicly available) concerning its the business, properties properties, Contracts, assets and personnel liabilities of the Company and each of its Subsidiaries as Parent or Parent’s its Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentencehowever, that, the Company shall not be required to (nor to cause any of its Subsidiaries to) afford such access or furnish such information to the extent the Company, in its reasonable discretion, has determined that doing so would: (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilege) with respect , work-product doctrine or any other applicable legal privilege (but the Company shall use its reasonable best efforts to allow for such information as is necessary to permit access or disclosure to Parent without jeopardizing such in a manner that does not result in a loss of attorney-client privilege privilege, work-product doctrine or violating any other applicable Lawlegal privilege); (ii) result in the disclosure of any trade secrets of third parties; (iii) relate to an Acquisition Proposal, as applicablea Company Board Recommendation Change, a Superior Proposal or an Intervening Event (except to the extent required pursuant to Section 5.3); or (iv) breach, contravene or violate any applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (but the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in such breach, contravention or violation). All Nothing in this Section 5.2 shall be construed to require the Company or any of its Representatives to prepare any reports, analyses, appraisals or opinions. Any access to the properties of the Company and each of its Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing. Notwithstanding anything herein to the contrary, the Company shall not be required to provide access or furnish any information exchanged to Parent pursuant to this Section 7.01 shall be subject 5.2 to the confidentiality letter agreementextent that such access or information is reasonably pertinent to a litigation where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties. The Confidentiality Agreement, dated April 16February 2, 2024 and as amended as of August 6, 2025, by and between the Company and ParentGuarantor (as amended, as amended (the “Confidentiality Agreement”), shall apply with respect to information furnished under this Section 5.2 by the Company, its Subsidiaries and their Representatives.

Access to Information; Confidentiality. Except if prohibited by (a) Subject to the restrictions of any applicable LawLaw or contractual confidentiality obligations and the reasonable preservation of attorney-client or other applicable legal or contractual confidentiality obligations, between the Company date of this Agreement and the Closing, Sellers shall afford to Parent (i) give Buyer and to Parent’s Representatives, its authorized representatives reasonable access to the books, records, work papers, offices and other facilities and properties of the Business and the Acquired Companies, (ii) permit Buyer to make such inspections thereof as Buyer may reasonably request, and (iii) cause the officers and other employees of the Business and the Acquired Companies, to furnish Buyer with such financial and operations data and other information with respect to the Business and the Acquired Companies as Buyer may reasonably request; provided, however, that any such investigation shall be conducted during normal business hours (under the reasonable supervision of appropriate the applicable personnel of Sellers or their Affiliates and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement and not interfere unreasonably with the operations of the Business and Buyer shall have no right of access to, and none of Seller or any of its Affiliates will have any obligation to provide, any information the disclosure of which would reasonably be expected to jeopardize any evidentiary privilege available to Sellers or any of their Affiliates. To the extent that such access would violate applicable Law or contractual confidentiality obligations or result in the waiver of attorney-client or other applicable legal privilege, the Sellers shall, and shall cause their respective Affiliates to, use reasonable best efforts to allow for such access, or as much of such access as is reasonably practicable, in a manner that does not unreasonably interfere with violate such Law or confidentiality obligation or result in a waiver of such privilege. Notwithstanding the normal operation foregoing, without the prior written consent of the business of the Company) during the period UPS (in its sole discretion), Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives shall not be permitted, prior to the earlier Closing, to conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Leased Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. (b) All information furnished or provided by Sellers, the Effective Time Acquired Companies, or any of their respective Affiliates or representatives to Buyer or its representatives prior to the Closing or the earlier termination of this Agreement to its properties, books and records, Contracts and personnel, and, during such period, (whether furnished before or after the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access date of this Agreement) shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is held subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings of the Company Board (including any presentations or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Company’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the CompanyConfidentiality Agreement; provided, that the Company will use its reasonable efforts to obtain any required consents for Confidentiality Agreement shall terminate at the disclosure of such information and take such other reasonable action Closing. (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilegec) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged No investigation pursuant to this Section 7.01 5.2 shall be in any way impact or affect any of the representations or warranties set forth in Article III. (d) Following the Closing, subject to Section 5.7, Buyer expressly acknowledges and agrees that Sellers may retain copies of all books and records and other materials of the Business solely to the extent reasonably necessary in connection with the purposes described in Section 5.7. (e) The Sellers shall not, and shall not permit and shall cause each of their Affiliates not to, for a period of three (3) years following the Closing Date, without the prior written consent of Buyer, disclose to any third party (other than Sellers, their Affiliates and their respective advisors who are subject to obligations of confidentiality) any nonpublic information that is proprietary or competitively sensitive to the extent relating to the Business (“Confidential Business Information”); provided, however, that the term “Confidential Business Information” will not include any information (i) that becomes available to Sellers or their Affiliates from and after the Closing, from a third-party source that is not known by Sellers to be under any obligations of confidentiality in respect of such information, (ii) that is or becomes generally available to, or known by, the public (other than as a result of disclosure in violation hereof) or (iii) that is or was derived independently by Sellers or their Affiliates without use of Confidential Business Information. Notwithstanding the foregoing, the foregoing shall not prohibit Sellers, their Affiliates or any of their respective representatives (A) from disclosing Confidential Business Information for the purpose of complying with the terms of this Agreement or any of the Ancillary Agreements, or (B) from disclosing Confidential Business Information that Sellers, any of their Affiliates or their representatives are required by Law (by oral questions, interrogatories, requests for information, subpoena, civil investigative demand, or similar process) or requested by any Governmental Entity with jurisdiction over such Person to disclose; provided, that in the event that any such Person is so required or requested to disclose such Confidential Business Information, Sellers shall reasonably promptly notify Buyer in writing (unless not permitted by Law or such legal or regulatory process to so notify), which notification shall include a reasonably detailed description of such legal or regulatory requirement or request, as applicable, and the extent of the required or requested disclosure, and will use reasonable best efforts to cooperate with Buyer, at Buyer’s request and expense, to preserve, to the extent reasonably practicable, the confidentiality letter agreementof such information. Furthermore, dated April 16, 2025, between the Company provisions of this Section 5.2(e) will not prohibit any retention of copies of records or any disclosure in connection with the preparation and Parent, as amended (filing of financial statements or Tax Returns of Sellers or their Affiliates or any disclosure made in connection with the “Confidentiality Agreement”)enforcement of any right or remedy relating to this Agreement or the transactions contemplated hereby or any bona fide document retention policies or procedures.

Access to Information; Confidentiality. Except if prohibited by any (a) Subject to applicable Law, Parent will provide and will cause Parent’s Subsidiaries and its and their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives (collectively, “Representatives”) to provide the Company shall afford to Parent and to Parent’s its authorized Representatives, reasonable access during normal business hours and upon reasonable advance notice, such reasonable access to the offices, employees, customers, suppliers, properties, books and records of Parent and its Subsidiaries (under the supervision of appropriate personnel and in a manner that so long as such access does not unreasonably interfere with the normal operation operations of Parent and its Subsidiaries) as the business Company may reasonably request (including for the purposes of conducting environmental due diligence). Subject to applicable Law, the Company will provide and will cause the Company) ’s Subsidiaries and its and their respective Representatives to provide Parent and its authorized Representatives, during the period prior normal business hours and upon reasonable advance notice, such reasonable access to the earlier of the Effective Time or the termination of this Agreement to its offices, employees, properties, books and records, Contracts and personnel, and, during such period, the Company shall furnish, as promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent (i) such information is subject to the terms of a confidentiality agreement with a third party entered into prior to the Agreement Date, (ii) such information relates to the applicable portions of the minutes of the meetings records of the Company Board Entities (so long as such access does not unreasonably interfere with the operations of any Company Entities) as Parent may reasonably request (including for the purposes of planning the operation of New Parent after the Effective Time and conducting environmental due diligence). No party shall have access to personnel records of the other party or any presentations of its Subsidiaries relating to individual performance or evaluation records, medical histories or other materials prepared by or for the Company Board) where the Company Board discussed (or is information otherwise related to) (A) the Transactions or any similar transaction involving the sale of the Company, or a material portion of its assets, to, the license of a material portion of the Companythat in such other party’s assets to, or combination of the Company with, any other Person, (B) any Company Takeover Proposal or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of the Company, violate applicable Law or result in antitrust risk for the Company; provided, that the Company will use its reasonable efforts to obtain any required consents for opinion the disclosure of such information and take which could subject such other reasonable action party or any of its Subsidiaries to risk of liability. Notwithstanding anything to the contrary herein, no party shall be permitted to conduct any sampling or analysis of any environmental media or building materials at any facility of the other party or its Subsidiaries without the prior written consent of such other party, which may be granted or withheld in its sole discretion. (including entering into a joint defense agreement or similar arrangement to avoid loss of attorney-client privilegeb) with With respect to such any information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged disclosed pursuant to this Section 7.01 6.4 each of the Company and Parent shall be subject comply with, and shall cause each of its Subsidiaries and their respective Representatives to comply with, all of its obligations under the mutual nondisclosure and confidentiality letter agreement, dated April 16October 9, 20252017, between previously executed by the Company and Parent, as amended Parent (the “Confidentiality Agreement”). No party shall be required to provide access to or disclose any information where such access or disclosure would jeopardize any attorney-client privilege of such party or any Subsidiary of such party or contravene any Contract, Law or order (it being agreed that the parties shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

Access to Information; Confidentiality. Except if prohibited by any applicable Law, the (a) The Company shall will afford to Parent VIALOG and to Parent’s Representatives, reasonable the Representatives of VIALOG full access during normal business hours (under the supervision of appropriate personnel and in a manner that does not unreasonably interfere with the normal operation of the business of the Company) during throughout the period prior to the earlier of the Effective Time or the termination to all of this Agreement to its (and its Subsidiaries') properties, books books, contracts, commitments and records, Contracts and personnel, records (including without limitation Tax Returns) and, during such period, the Company shall furnish, as will furnish promptly as reasonably practicable, to Parent such information concerning its business, properties and personnel as Parent or Parent’s Representatives may reasonably request; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense. Notwithstanding the immediately preceding sentence, the Company shall not be required to afford access or furnish information to the extent upon request (i) such information is subject a copy of each report, schedule and other document filed or received by any of them pursuant to the terms requirements of any Applicable Law (including without limitation federal or state securities laws) or filed by any of them with any Authority in connection with the Transactions or which may have a confidentiality agreement with a third party entered into prior to the Agreement Datematerial effect on their respective businesses, operations, properties, prospects, personnel, condition (financial or other), or results of operations, (ii) such information relates to the applicable portions extent not provided for pursuant to the preceding clause, (A) all financial records, ledgers, workpapers and other sources of financial information processed or controlled by the minutes Company or its accountants deemed by the Accountants necessary or useful for the purpose of the meetings performing an audit of the Company Board (including any presentations or other materials prepared by or for and the Company Boardand its Subsidiaries taken as a whole and certifying financial statements and financial information and (B) where the Company Board discussed (or is all other information otherwise related to) (A) the Transactions or any similar transaction involving the sale of relating to the Company, its Subsidiaries and Stockholders that VIALOG or a material portion of its assetsRepresentatives requires, to, the license of a material portion in either case for inclusion in or in support of the Company’s assets toFinancing Document, or combination and (iii) such other information concerning any of the foregoing as VIALOG will reasonably request. Subject to the terms and conditions of the Confidentiality Letter (as defined below), which are expressly incorporated in this Agreement by reference for the benefit of the parties hereto, VIALOG will hold and will use commercially reasonable efforts to cause the Representatives of VIALOG to hold, and the Company will hold and will use commercially reasonable efforts to cause the Representatives of the Company withto hold, any other Person, in strict confidence all non-public documents and information furnished (Bwhether prior or subsequent hereto) any Company Takeover Proposal to VIALOG or (C) any Intervening Event, or (iii) the Company determines in good faith after consulting with counsel that affording such access or furnishing such information would jeopardize the attorney-client privilege of to the Company, violate applicable as the case may be, in connection with the Transactions. (b) Subject to the terms and conditions of the Confidentiality Letter, VIALOG and the Company may disclose such information as may be necessary in connection with seeking all Governmental and Private Authorizations or that is required by Applicable Law or result to be disclosed. In the event that this Agreement is terminated in antitrust risk for the Company; providedaccordance with its terms, that VIALOG and the Company will use its reasonable efforts to obtain any required consents for the disclosure of such information and take such other reasonable action (including entering into a joint defense agreement or similar arrangement to avoid loss of attorneyeach promptly redeliver all non-client privilege) with respect to such information as is necessary to permit disclosure to Parent without jeopardizing such attorney-client privilege or violating applicable Law, as applicable. All information exchanged public written material provided pursuant to this Section 7.01 shall or any other provision of this Agreement or otherwise in connection with the Asset Purchase and the Transactions and will not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which will be delivered to independent counsel for such party. (c) The Company and VIALOG acknowledge that the Company and VIALOG executed a Second Confidential Disclosure Agreement dated as of June 30, 1996 (the "Confidentiality Letter"), which separately and as incorporated in this Agreement will remain in full force and effect after and notwithstanding the execution and delivery of this Agreement, and that information obtained from the Company by VIALOG, or its Representatives or by the Company or its Representatives from VIALOG pursuant to Section 6.1(a), the Confidentiality Letter or otherwise will be subject to the confidentiality letter agreement, dated April 16, 2025, between provisions of the Company and Parent, as amended Confidentiality Letter. (d) No investigation pursuant to this Section 6.1 will affect any representation or warranty in this Agreement of any party or any condition to the “Confidentiality Agreement”)obligations of the parties.