Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the Company shall, and shall cause 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s '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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall NOT be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenants's representations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Parent or Merger Subsidiary pursuant to this Agreement. (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 October 18July 22, 2019, 2014 between Parent and the Company (the “"Confidentiality Agreement”"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of information, 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 VIITime, the Company shall, and shall cause its Subsidiaries the Representatives of the Company to, afford to the Representatives of the Parent and Parent’s Representatives the Merger Sub reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the officers, employees, accountantsagents, properties, offices and other facilities, books and records of the Company and the Subsidiaries, and shall furnish the Parent and the Merger Sub with all financial, operating and other data and information as the Parent or the Merger Sub, through its Representatives, may reasonably request. The Parent will remain subject to the terms of the Company Confidentiality Agreement. (b) From the date hereof to the Effective Time, the Parent shall, and shall cause the Representatives of the Parent to, afford the Representatives of the Company reasonable access during normal business hours to the officers, employees, agents, properties, officesoffices and other facilities, books and records of the Parent and the Subsidiaries, and other facilities and to shall furnish the Company with all booksfinancial, records, contracts, operating and other assets data and information as the Company , through its Representatives, may reasonably request. The Company will remain subject to the terms of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinConfidentiality Agreement. (bc) Parent and the Company No investigation pursuant to this Section 6.2 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, 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, the Company shall, Law and shall cause its Subsidiaries to, afford to Parent that certain confidentiality agreement by 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 between the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 AgreementParent, dated October 18as of August 1, 2019, between Parent and Company 2008 (the “Confidentiality Agreement”), which shall survive and solely with respect to financing sources that are not a party to any Confidentiality Agreement as of the termination date of this Agreement other confidentiality provisions reasonably acceptable to the Company, the Company will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and its Representatives and financing sources, at Parent’s expense, during normal business hours and upon reasonable advance notice (i) such access to the officers, management employees, offices, properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company or the performance of their duties) as Parent reasonably may request, and (ii) subject to applicable Law and the Company’s existing written policies with respect to the protection of employee privacy and protection of attorney-client privilege and attorney work product, all documents that Parent reasonably may request. (b) The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 5.2(a), and neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article III. (c) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives shall be kept confidential by Parent and its Representatives in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company Subsidiaries, to, afford to Parent the officers, employees and Parent’s Representatives reasonable accessagents of Purchaser, at their sole cost and risk, reasonable times access during normal business hours from the date hereof through the Offer Closing to its officers, employees, agents, properties, facilities, books, records, contracts and other assets and shall furnish Purchaser all financial, operating and other data and information as Purchaser through its officers, employees or agents, may reasonably request. Any such investigations shall be at the sole cost and risk of Purchaser, and conducted under the supervision of appropriate personnel of the Company and in a manner as shall not to unreasonably interfere with or disrupt the normal operation of 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Parent The provisions of (i) the Confidentiality and Non-Disclosure Agreement dated May 3, 2022 between ▇▇▇▇▇ Corporation 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 October 18, 2019, between Parent and Company (the “Initial Confidentiality Agreement”)) and (ii) the Confidentiality and Non-Disclosure Agreement dated May 16, which 2022 between ▇▇▇▇▇ Corporation and the Company (the “Second Confidentiality Agreement” and together with the Initial Confidentiality Agreement, the “Confidentiality Agreements”) shall survive the termination of this Agreement remain in full force and effect in accordance with the its terms set forth thereinand shall be applicable to Purchaser.

Access to Information; Confidentiality. To the extent permitted by applicable Law, the Company agrees that upon reasonable notice it shall (aand shall cause its Subsidiaries to) Upon afford Parents’ representatives reasonable prior notice access, during normal business hours from and subject to applicable Laws relating to the exchange of information, from after the date of this Agreement until the earlier to occur earliest of (a) such time as designees of Parent first constitute at least a majority of the Company Board pursuant to Section 1.3(a) and (b) the Effective Time or Time, to its officers, employees, auditors, properties, offices, books, contracts and records, provided, however, that the termination Company shall not be required to violate any of this Agreement in accordance with the terms set forth of any of its existing confidentiality or other agreements, but shall use all commercially reasonable efforts to obtain waivers of all such terms and provided further, that in ARTICLE VII, such event the Company shallwill describe to Parent the information not being disclosed and shall use commercially reasonable efforts to provide substitute disclosure. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent shall hold, and shall cause its Subsidiaries Representatives to hold, all information received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement until the Effective Time. No investigation pursuant to this Section 6.2 or information provided, made available to, afford delivered to or otherwise reviewed by Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as or Merger Sub shall not unreasonably interfere with the business affect any representation or operations warranty 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 conditions or rights of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements Merger Sub contained hereinin this Agreement. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement hereof until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIITime, the Company shall, and shall cause its the Company Subsidiaries and the officers, directors, employees, auditors and agents of the Company and the Company Subsidiaries to, afford to the officers, employees and other Representatives of Parent and Parent’s Representatives Purchaser reasonable access, access at all 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, plants and other facilities facilities, books and to all books, records, contracts, and other assets records of the Company and its Subsidiarieseach Company Subsidiary, and including the Owned Company shallIntellectual Property, and shall cause its Subsidiaries tofurnish Parent and Purchaser with such financial, furnish promptly to Parent such operating and other data and information concerning (including the business and properties work papers of the Company and its Subsidiaries Company’s accountants) as Parent or Purchaser, through their officers, employees and other Representatives, may reasonably request from time to timeas long as these actions are in compliance with all applicable data privacy/protection Laws. Neither Without limiting the generality of the foregoing, the Company nor any shall and shall cause each Company Subsidiary to, make available to Parent by posting and making accessible to Parent within the Project Williamsburg 2009 workspace on the ▇▇▇▇▇▇▇ Corporation DataSite related to this transaction (the “Data Room”) a copy of its Subsidiaries shall be required to provide access to each material internal or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenantsexternal report prepared by, or agreements contained hereinon behalf of, the Company or any Company Subsidiary as long as these actions are in compliance with all applicable data privacy/protection Laws. (b) All information obtained by Parent and or Purchaser pursuant to this Section 7.4 shall be held confidential in accordance with the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreementconfidentiality agreement, dated October 18February 11, 2019, between Parent and Company 2009 (the “Confidentiality Agreement”), which between Parent and the Company. (c) The Company shall survive consult with Parent in good faith on a regular basis as requested by Parent to report material (individually or in the termination aggregate) operational developments, the status of relationships with customers and potential customers, the status of ongoing operations and other matters reasonably requested by Parent. (d) No investigation or consultation pursuant to this Section 7.4 or otherwise shall affect any representation warranty, covenant or other agreement in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto or any condition to the Offer.

Access to Information; Confidentiality. (a) Upon reasonable prior notice notice, and subject to except as may otherwise be prohibited by applicable Laws relating to the exchange of information, 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 VIILaw, the Company shall, and shall cause each of the Company Subsidiaries and each of its Subsidiaries and their respective Representatives (collectively, the “Company Representatives”) to, (i) afford to Parent and Merger Sub, and each of their respective Representatives (collectively, the “Parent Representatives”), reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, offices and other facilities, books and records, Contracts and personnel (including officers, employees and agents) and (ii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities and personnel of the Company and the Company Subsidiaries as Parent’s Representatives reasonable access, at reasonable times and in a manner as Merger Sub or any Parent Representative may reasonably request; provided, however, that the foregoing shall not require the Company to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of the Company and the Company Subsidiaries or violate any of its contractual obligations or any obligations with respect to confidentiality or privacy; and provided, further, that nothing in this Section 7.03 shall require the Company to take or allow any action that would unreasonably interfere with the Company’s or any Company Subsidiary’s business or operations operations. In no event shall the Company or any Company Subsidiary be required pursuant to this Section 7.03 to conduct or allow to be conducted any invasive testing of soil, groundwater or building components at any property of the Company or any Subsidiary thereof, Company Subsidiary. All information exchanged pursuant 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries this Section 7.03 shall be required subject to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement until the earlier hereof to occur of the Effective Time or the earlier termination of this Agreement in accordance with the terms set forth in ARTICLE VIIAgreement, upon reasonable prior written notice, the Company shall, and shall use its reasonable best effects to cause its Subsidiaries Subsidiaries, officers, directors and Representatives to, afford to Parent reasonable access during normal business hours, consistent with applicable Law, to its officers, employees, properties, offices, other facilities and Parent’s Representatives reasonable accessbooks and records, at reasonable times and shall furnish Parent with all financial, operating and other data and information as Parent shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiaries or otherwise result in any Subsidiary thereof, to significant interference with the officers, employees, accountants, agents, properties, offices, prompt and other facilities and to all books, records, contracts, and other assets timely discharge by the employees of the Company and its Subsidiaries, and the Company shall, and shall cause or its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to timetheir normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any contractual confidentiality obligations in any agreement with any third-party, (ii) constitute a waiver of or jeopardize the protection of attorney-client or other privilege held by the Company or contravene (iii) otherwise violate any applicable Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Each of Parent and Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company shall comply withand its Subsidiaries furnished to Parent or Merger Sub in connection with the transactions contemplated by this Agreement, and shall cause their respective Representatives or other documents or information exchanged pursuant to comply withthis Section 5.7, all of their respective obligations under in accordance with the Confidentiality Agreement, dated October 18August 4, 20192023, between Parent and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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 VIIrequest, the Company shall, and shall cause its each of the Company Subsidiaries to, afford to Parent Parent, and to 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, agentscounsel, financial advisers and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all their respective properties, offices, and other facilities and to all books, recordsContracts, contractscommitments, personnel and other assets of the Company and its Subsidiariesrecords and, and during such period, the Company shall, and shall cause its each of the Company Subsidiaries to, furnish promptly 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 the business its business, properties and properties of the Company and its Subsidiaries personnel as Parent may reasonably request. Without limiting the generality of the foregoing, the Company shall, within two (2) Business Days of request from time therefor, provide to timeParent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act. Neither the Company nor any of its the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the protection of attorney-client privilege of the Person in possession or control of such information or contravene any Lawlaw, order, judgment, decree or binding agreement entered into prior to the date hereof. No investigation To the extent practicable, the parties will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information exchanged pursuant to this Section 7.02 shall affect be subject to the Company’s representations, warranties, covenants, or agreements contained herein. (b) Parent Confidentiality Agreement and the Company Confidentiality Agreement shall comply with, remain in full force and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 VIITime, the Company shall, and shall cause its Subsidiaries each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to, afford : (i) provide to Parent and Parent’s Representatives reasonable accessthe Purchaser and their respective officers, directors, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) 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, upon prior notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, Subsidiaries and shall cause its Subsidiaries to, to their books and records (including without limitation Tax Returns) and (ii) furnish promptly to Parent such other information concerning the business business, properties, Contracts, assets, liabilities, personnel and properties other aspects of the Company and its the Company Subsidiaries as Parent or the Parent Representatives may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawrequest. No investigation conducted pursuant to this Section 5.3(a) shall affect or be deemed to qualify, modify or limit any representation or warranty made by the Company’s representations, warranties, covenants, or agreements contained hereinCompany in this Agreement. (b) With respect to the information disclosed pursuant to Section 5.3(a), Parent and the Company shall comply with, and shall cause their respective the Parent Representatives to comply with, all of their respective its obligations under (i) the Confidentiality Agreement, dated October 18September 12, 20192008, by and between the Company and Parent and Company (the “Confidentiality Agreement”), the confidentiality provisions of which shall survive and be binding upon the termination Company and Parent until the Acceptance Time, notwithstanding anything to the contrary contained therein and (ii) the Common Interest Agreement, the provisions of this Agreement in accordance with which shall survive and be binding upon the terms set forth Company and Parent until the Acceptance Time notwithstanding anything to the contrary contained therein.

Access to Information; Confidentiality. (a) Upon The Company shall afford to Parent, and to Parent’s Representatives, reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries’ properties, books and records and to those employees of the terms set forth in ARTICLE VIICompany to whom Parent reasonably requests access, and, during such period, the Company shall, and shall cause its Subsidiaries to, afford furnish 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 information concerning its and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the ’ business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to timerequest. Neither Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to (i) provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries, contravene any LawLaw or any Contract to which the Company or any of its Subsidiaries is a party or unduly interfere with the conduct of the business of the Company and its Subsidiaries in the ordinary course or (ii) provide access to any properties of the Company or its Subsidiaries for the purpose of environmental sampling or testing. No investigation shall affect Except for disclosures expressly permitted by the Company’s representationsterms of the confidentiality letter agreement dated as of January 18, warranties2007, covenants, or agreements contained herein. (b) between Parent and the Company shall comply with(as it may be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent’s Representatives representatives reasonable accessaccess during normal business hours to the Company’s and its Subsidiaries’ properties, at reasonable times books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other representatives and the Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed 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 and (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request (provided that Parent and its representatives shall conduct any such activities in such a manner as shall not to interfere 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). The Company shall, and shall cause each of its Subsidiaries to, furnish promptly furnish, to Parent the extent currently prepared by the Company in the ordinary course of business, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month during such other information concerning period, a copy of the business monthly internally prepared financial statements of the Company, including statements of financial condition, results of operations and properties statements of cash flow. Except for disclosures permitted by the terms of the Non-Disclosure Agreement, dated as of June 8, 2015, between the Company and its Subsidiaries Parent (as Parent it may reasonably request be amended from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”” ), which Parent and its representatives shall survive hold information received from the termination of Company pursuant to this Agreement Section 5.6 in confidence in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon The Company shall afford to Parent and its Representatives reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, 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 VIIto all of its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shallshall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning the Company and its Subsidiaries' business, properties and personnel as Parent or any of its Representatives may reasonably request; provided, however, that the Company may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to the Company requires the Company to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of April 25, 2006, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its Subsidiaries toRepresentatives to hold, 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request received from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warrantiesdirectly or indirectly, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 6.02 or information provided, made available or delivered to Parent pursuant to this Agreement will affect any of the representations or warranties of the Company contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon From the date hereof to the Effective Time, upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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 VIIwritten notice, the Company shall, and shall use its reasonable best efforts to cause its Subsidiaries Subsidiaries, officers, directors and employees to, afford to Parent the officers, employees, auditors and Parent’s Representatives other authorized representatives of Newco reasonable access, consistent with applicable law, at all reasonable times to its officers, employees, properties, offices, plants and other facilities and to all books and records, including security position listings or other information concerning beneficial owners and/or record owners of the Company's securities, and shall furnish Newco with all financial, operating and other data and information as Newco, through its officers, employees or authorized representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or its Subsidiaries and shall be in accordance with any Subsidiary thereof, to other existing agreements or obligations binding on the Company or any of its Subsidiaries. (b) Newco shall hold and treat and shall cause its officers, employees, accountants, agents, properties, offices, auditors and other facilities authorized representatives and those of its affiliates to hold and treat in confidence all books, records, contracts, documents and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as furnished to Parent may reasonably request from time to time. Neither or Newco in connection with the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Parent transactions contemplated in this Agreement 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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Stockholder Agreement in accordance with the terms set forth thereinconfidentiality agreement, dated December 7, 1998, between the Company and Newco 35 (the "Confidentiality Agreement"), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of informationEffective Time, from the date of this Agreement until the earlier to occur each of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company and Parent shall, and shall cause its Subsidiaries Subsidiaries, officers, directors, employees, auditors and other agents 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, accountantsauditors and other agents of Parent or the Company, respectively, who shall agree to be bound by the provisions of this Section 5.3 as though a party hereto, complete access at all reasonable times to its officers, employees, agents, properties, offices, plants and other facilities and to all books, books and records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries tofurnish Parent or the Company, furnish promptly to Parent such respectively, with all financial, operating and other data and information concerning the business and properties of the Company and its Subsidiaries as Parent or the Company, respectively, through its officers, employees or agents may reasonably request from time to time. Neither time request; provided, that the Company nor any of its Subsidiaries shall not be required to make available to Parent any books and records or other information relating to potential Transactions (as defined in Section 5.4) which were considered by the Company prior to the date of this Agreement to the extent that any confidentiality agreement in existence on the date hereof with the Company prohibits the Company from making such books, records and other information available to Parent; and provided, further, that the Company may provide access to or disclose information where such access or disclosure would jeopardize which is of a sensitive competitive nature in a form which minimizes the protection potential of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinunauthorized disclosure. (b) Parent and Each of the Company shall comply withand Parent will hold and will cause its directors, officers, employees, agents, advisors (including, without limitation, counsel and shall cause their respective Representatives auditors) and controlling persons to comply withhold any such information which is nonpublic in confidence on the same terms and conditions as set forth in the letter agreements, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019as amended from time to time, between the Company and Parent and Company (the “"Confidentiality Agreement”Agreements"), which . (c) No investigation pursuant to this Section 5.3 shall survive affect any representations or warranties of the termination parties herein or the conditions to the obligations of this Agreement in accordance with the terms set forth thereinparties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of informationEffective Time, from the date of this Agreement until the earlier to occur each of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company and Parent shall, and shall cause its Subsidiaries subsidiaries, officers, directors, employees, auditors and other agents 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, accountantsauditors and other agents of Parent or the Company, respectively, who shall agree to be bound by the provisions of this Section 5.3 as though a party hereto, complete access at all reasonable times to its officers, employees, agents, properties, offices, plants and other facilities and to all books, books and records, contractsand shall furnish Parent or the Company, respectively, with all financial, operating and other assets data and information as Parent or the Company, respectively, through its officers, employees or agents may from time to time request. In addition, subsequent to the date of this Agreement, Parent and/or any of its subsidiaries may initiate communications with any officer or key employee of the Company and its Subsidiariesfor the purpose of addressing the prospective retention of such officer or employee following the Closing, and PROVIDED that Parent believes, in good faith, that there is a compelling, legitimate business need to initiate such communication prior to the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinClosing Date. (b) Parent and Each of the Company shall comply withand Parent will hold and will cause its directors, officers, employees, agents, advisors (including, without limitation, counsel and shall cause their respective Representatives auditors) and controlling persons to comply with, all of their respective obligations under hold any such information which is nonpublic in confidence on the same terms and conditions as the confidentiality provisions set forth in the Confidentiality AgreementAgreement dated July 27, dated October 182000, 2019as amended from time to time, between the Company and Parent and Company (the “Confidentiality Agreement”"CONFIDENTIALITY AGREEMENT"), which . (c) No investigation pursuant to this Section 5.3 shall survive affect any representations or warranties of the termination parties herein or the conditions to the obligations of this Agreement in accordance with the terms set forth thereinparties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, 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, the Company shall, Law and shall cause its Subsidiaries to, afford to Parent that certain confidentiality agreement by 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 between the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 AgreementParent, dated October 18as of December 21, 2019, between Parent and Company 2007 (the “Confidentiality Agreement”), which shall survive and solely with respect to financing sources that are not a party to any Confidentiality Agreement as of the termination date of this Agreement other confidentiality provisions reasonably acceptable to the Company, the Company will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent and its Representatives and financing sources, at Parent’s expense, during normal business hours and upon reasonable advance notice (i) such access to the officers, management employees, offices, properties, books and records of the Company and such Subsidiaries (so long as such access does not unreasonably interfere with the operations of the Company or the performance of their duties) as Parent reasonably may request, and (ii) subject to applicable Law and the Company’s existing written policies with respect to the protection of employee privacy and protection of attorney-client privilege and attorney work product, all documents that Parent reasonably may request. (b) The Company makes no representation or warranty as to the accuracy of any information provided pursuant to Section 5.2(a), and neither Merger Sub nor Parent may rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article III. (c) All non-public or otherwise confidential information regarding the Company or any of its Subsidiaries obtained by Parent or its Representatives shall be kept confidential by Parent and its Representatives in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 VIIArticle 7, the Company shall, and shall cause its Subsidiaries to, afford to the Parent and the 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 thereofCompany, 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 SubsidiariesCompany, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to the Parent such other information concerning the business and properties of the Company and its Subsidiaries as the Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Parent or the Merger Sub pursuant to this Agreement. (b) The 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 October 18December 1, 20192018, between the Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to Without undue disruption of its business, during the exchange of information, 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 VIIPre-Closing Period, the Company shall, and shall cause each of its Subsidiaries officers, employees and agents to, afford give Parent and MergerCo and their representatives reasonable access upon reasonable notice and during times mutually convenient to Parent and Parent’s Representatives reasonable accessMergerCo, at reasonable times on the one hand, and in a manner senior management of the Company, on the other hand, to the facilities, properties, employees, books and records of the Company as from time to time may be reasonably requested. (b) Any such investigation by Parent or MergerCo shall not unreasonably interfere with any of the business businesses or operations of the Company. Neither Parent nor MergerCo shall, during the Pre-Closing Period, have any contact whatsoever with respect to the Company or any Subsidiary thereof, with respect to the officerstransactions contemplated by this Agreement with any partner, employeeslender, accountantslessor, agentsvendor, propertiescustomer, officessupplier, and other facilities and to all booksemployee or consultant of the Company, records, contracts, and other assets of except in consultation with the Company and its Subsidiaries, and then only with the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties express prior approval of the Company and its Subsidiaries as Company, which approval shall not be unreasonably withheld. All requests by Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries or MergerCo for access or information shall be required submitted or directed exclusively to provide access an individual or individuals to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect be designated by the Company’s representations, warranties, covenants, or agreements contained herein. (bc) Parent and shall keep all information obtained pursuant to Section 7.2 confidential in accordance with the Company shall comply with, and shall cause their respective Representatives to comply with, all terms of their respective obligations under the Mutual Confidentiality Agreement, dated October 18as of March 23, 2019, between Parent and Company 2012 (the “Confidentiality Agreement”), which shall survive between Parent and the termination of this Agreement Company; provided, however, that notwithstanding anything to the contrary in the Confidentiality Agreement, Parent and the Company may issue press release(s) or make other public announcements in accordance with the terms set forth thereinSection 7.4.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject The Company shall afford to applicable Laws relating to the exchange of information, 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, the Company shallParent, and shall cause 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 's officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (i) all of the Company's properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and records and other assets information and business documents, (ii) by appointment, the Company's independent reserve engineers and accountants and (iii) the premises of the Company for the purpose of inspecting the books and records of the Company, provided that access to the premises shall be permitted only with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed). During the period prior to the Effective Time, Parent will have the full cooperation of the Company in confirming the nature of the relationships between the Company and its Subsidiariescustomers, working interest owners, contractors and suppliers, including whether or not such relationships are satisfactory and whether or not such relationships are expected to continue after the Merger. The Company shallshall have the right to have a representative present at all times of any such inspections, interviews and shall cause communications conducted by Parent or its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinrepresentatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated November 15, 2000, between the Company and shall cause their respective Representatives to comply with, all of their respective obligations under Parent (the "Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 Article VII, the Company shall, and shall cause 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 thereofCompany, to the officers, employees, accountants, agents, properties, offices, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its SubsidiariesCompany, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenantsrepresentations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (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 Agreementthat certain confidentiality agreement dated July 2, dated October 18, 20192009, between Parent and the Company (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. The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) Upon during normal business hours and upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Company during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, the Company shallshall furnish promptly 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 and (b) all other information concerning its and its Subsidiaries' business, properties and personnel as Parent may reasonably request; provided that such access shall not materially interfere with normal business activities. Except for disclosures expressly permitted by the terms of the Amended and Restated Confidentiality Agreement dated as of August 2, 2002, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall hold, and shall cause 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, agentscounsel, properties, offices, financial advisors and other facilities and Representatives to hold, 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request received from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warrantiesdirectly or indirectly, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, from the date Company shall afford, and shall cause each of this Agreement until its Subsidiaries to afford, upon reasonable advance notice, to Parent and Parent's Representatives, reasonable access during normal business hours during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all of its and its Subsidiaries' properties and other assets, books, contracts, commitments, records, directors, officers, employees, attorneys, accountants, and auditors and other advisors and, during such period, the Company shallshall furnish promptly, and shall cause each of its Subsidiaries to furnish promptly, 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, (ii) all organizational documents, stock certificates and other evidences of equity interests, stockholders' registers and other registers of equity interests, minute books, certificates of good standing, authorizations to do business and certified accounts of each Subsidiary of the Company and (iii) all other information concerning its and its Subsidiaries' business, properties and personnel as Parent may reasonably request. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of July 21, 2004, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its Subsidiaries toRepresentatives to hold, 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request received from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warrantiesdirectly or indirectly, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement or otherwise in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon The Company shall (and shall cause each of its Subsidiaries to) afford to the Representatives of Parent reasonable access on reasonable prior notice and subject to applicable Laws relating to the exchange of informationCompany's Chief Executive Officer, from Chief Financial Officer or General Counsel during normal business hours, throughout the date of this Agreement until period prior to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall, and shall cause 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 thereofAgreement, to the officers, employees, accountants, agents, all of its properties, offices, and other facilities and to all books, recordsemployees, contracts, commitments, books and records (including but not limited to Tax Returns) and any report, schedule or other assets document filed or received by it pursuant to the requirements of the Company federal or state securities laws and its Subsidiaries, and the Company shall, shall (and shall cause each of its Subsidiaries to, ) furnish promptly to Parent such additional financial and operating data and other information concerning the business as to its and its Subsidiaries' respective businesses and properties as Parent may from time to time reasonably request. Parent and Purchaser will make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries as Parent which may reasonably request result from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide requests for access to or disclose properties and employees and for data and information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawhereunder. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein.50 (b) Parent agrees that all information obtained by Parent or Purchaser pursuant to this Section 6.04 shall be kept confidential, by Purchaser, by Parent and by any other party which is to be afforded access pursuant to Section 6.04(a), in accordance with the Company shall comply withconfidentiality agreement, and shall cause their respective Representatives to comply withdated August 21, all of their respective obligations under 1998 (the "Confidentiality Agreement, dated October 18, 2019"), between Parent and Company (the “Confidentiality Agreement”)Company, which shall survive including the obligation to return all documents, work papers and other written materials obtained by Parent or its representatives in the event of the termination of this Agreement without the purchase of any Shares in accordance with the terms set forth thereinOffer.

Access to Information; Confidentiality. (a) Upon reasonable prior notice Subject to compliance with applicable Law and subject to applicable Laws relating to the exchange of information, 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 VIISection 6.3(b), the Company shall, and shall cause its Subsidiaries to, afford to give Parent and Parent’s its 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, access to the officersoffices, employeesfacilities, accountants, agentspersonnel, properties, offices, books 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 to Parent such other information concerning the business and properties records of the Company and its Subsidiaries (including giving permission to the Company's auditors to share its work papers) during normal business hours, furnish to Parent and its Representatives such financial and operating data and all other information as Parent such Persons may reasonably request from time and shall instruct its Representatives to time. Neither cooperate with Parent in its investigation of the business of the Company; provided, however, that no investigation of the Company's business shall affect any representation or warranty made by the Company nor hereunder. Each party will use its reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries shall be required to provide access to or disclose that may result from requests for access, data and information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinhereunder. (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under in accordance with the Confidentiality Agreement, dated October 18August 6, 20192004, between Parent and the Company (the “"Confidentiality Agreement”"). In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern. Notwithstanding the foregoing, the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of contractual or legal restrictions, including applicable Laws, or which shall survive it believes is competitively sensitive information. In addition, the termination of Company may designate any competitively sensitive information provided to Parent under this Agreement in accordance as "outside counsel only" and such information shall be given only to the outside counsel of Parent and may not be shared with the terms set forth thereinParent or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel).

Access to Information; Confidentiality. To the extent permitted by applicable law and except as set forth in Section 5.02 of the Company Disclosure Schedule, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company) Upon during normal business hours and upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Company during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all its properties, books, Contracts, personnel and records and, during such period, the Company shall, and shall cause its Subsidiaries to, afford furnish promptly to Parent (a) a copy of each report, schedule, registration statement and Parent’s Representatives reasonable accessother document filed by it during such period pursuant to the requirements of Federal or state securities laws, at reasonable times (b) a copy of each correspondence or written communication with any United States Federal or state governmental agency and in a manner (c) all other information concerning its business, properties and personnel as shall not unreasonably interfere with Parent may reasonably request. Except for disclosures expressly permitted by the business or operations terms of the Company or any Secrecy Agreement dated as of January 16, 2004, as amended from time to time, between Ethicon, Inc., a wholly owned 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 SubsidiariesParent, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries (as Parent it may reasonably request be amended from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of informationLaw, 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 VIIupon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable accessaccess during normal business hours to the Company’s officers, at reasonable times employees, agents, properties, books, Contracts and records and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, personnel, assets, liabilities and properties as Parent may reasonably request; provided that Parent and its Representatives shall conduct any such activities in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or any Subsidiary thereofCompany; provided further, to the officershowever, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of that the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall not be required obligated to provide access to or disclose information where such access or disclosure information if the Company determines, in its reasonable judgment, that doing so would jeopardize violate applicable Law or a Contract or obligation of confidentiality owing to a third party, waive the protection of an attorney-client privilege or contravene any other legal privilege or expose the Company to risk of liability for disclosure of sensitive or Personal Information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. No investigation All requests for information made pursuant to this Section 5.07 shall affect be directed to the Person designated by the Company’s representations. Until the Effective Time, warrantiesthe information provided will be subject to the terms of the confidentiality agreement dated as of May 30, covenants2018, or agreements contained herein. (b) Parent by and between the Company shall comply withand Parent (as may in the future be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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, the Company shallshall afford to Parent, and Parent shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives Company, 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 thereofParent, respectively, 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 Subsidiariesor Parent, respectively, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent, and Parent shall furnish promptly to Company, such other information concerning the business and properties of the Company and its Subsidiaries or Parent, respectively, as Parent the Party may reasonably request from time to time. Neither the Company nor any of its Subsidiaries Parent shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-attorney- client privilege or contravene any LawLaw (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 CompanyCompany or Parent’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Company, Parent or Merger Sub pursuant to this Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives representatives to comply with, all of their respective obligations under the Confidentiality Non-Disclosure Non- Circumvention Agreement, dated October 18May 30, 20192018, between Parent and Company (the “Confidentiality Agreement”)Company, which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. The Company and Sellers shall (ai) Upon afford to Purchaser and its representatives full access, during normal business hours and upon reasonable prior notice and subject notice, to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur all of the Effective Time Company’s properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall, and shall cause 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 possession of the Company or any Subsidiary thereofits independent public accountants, internal audit reports, and “Management Letters” from such accountants with respect to the Company’s systems of internal control, if any), Contracts and records of the Company and, (ii) during such period between the execution hereof and the Closing, to promptly furnish to Purchaser and its representatives such information concerning the businesses (including information relating to supplier, vendor, customer, product pricing, advertising/media planning), properties and personnel of the Company as Purchaser and its representatives shall reasonably request. From the date hereof, the Company shall generally keep Purchaser and its representatives informed as to all material matters involving the operations and businesses of the Company. The Company shall cause its officers, employees, accountantsconsultants, agents, propertiesaccountants, offices, attorneys and other facilities and representatives to all books, records, contracts, and other assets of the Company supply to Purchaser’s and its Subsidiaries, and the Company shall, and representatives such information as shall cause its Subsidiaries to, furnish promptly have been reasonably requested. No information provided to Parent such other information concerning the business and properties of the Company or obtained by Purchaser and its Subsidiaries as Parent may reasonably request from time representatives pursuant to time. Neither the Company nor any of its Subsidiaries this Section 6.1 shall be required to provide access to limit or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall otherwise affect the Companyremedies available hereunder to Purchaser (including Purchaser’s representations, warranties, covenantsright to seek indemnification pursuant to Article VIII), or agreements contained herein. (b) Parent the representations or warranties of, or the conditions to the obligations of, the Parties hereto. Each Party shall keep confidential the terms 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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination conditions of this Agreement in accordance with and other confidential commercial information disclosed by another Party hereto (collectively, the terms set forth therein“Confidential Information”).

Access to Information; Confidentiality. (a) Upon The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, 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 VIIto all of its and its Subsidiaries’ properties, books, personnel and records, and during such period, the Company shall, and shall cause its Subsidiaries to, afford furnish as promptly as reasonably practicable 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 information concerning its and its Subsidiaries’ business, properties and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries personnel as Parent may reasonably request from time to time(which shall not include any environmental testing or sampling). Neither Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any LawLaw or any Contract to which the Company or any of its Subsidiaries is a party. No investigation shall affect Except for disclosures expressly permitted by the Company’s representationsterms of the confidentiality letter agreement, warrantiesdated as of May 18, covenants2007, or agreements contained herein. (b) between Parent and the Company shall comply with(as it may be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its partners, members, directors, officers, employees, agents, advisors (including financial and legal advisors, consultants and accountants), controlling Persons, financing sources and other Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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, the Company shall, and shall cause 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (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 October 18August 28, 20192018, between Parent Danfoss Power Solutions GmbH & Co. OHG and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice Subject to compliance with applicable Law and subject to applicable Laws relating to the exchange of information, 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 VIISection 6.3(b), the Company shall, and shall cause its Subsidiaries to, afford to give Parent and Parent’s its 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, access to the officersoffices, employeesfacilities, accountants, agentspersonnel, properties, offices, books 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 to Parent such other information concerning the business and properties records of the Company and its Subsidiaries (including giving permission to the Company’s auditors to share its work papers) during normal business hours, furnish to Parent and its Representatives such financial and operating data and all other information as Parent such Persons may reasonably request from time and shall instruct its Representatives to time. Neither cooperate with Parent in its investigation of the Company nor any business of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection Company; provided, however, that no investigation of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representationsbusiness shall affect any representation or warranty made by the Company hereunder. Each party will use its reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries that may result from requests for access, warranties, covenants, or agreements contained hereindata and information hereunder. (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under in accordance with the Confidentiality Agreement, dated October 18August 6, 20192004, between Parent and the Company (the “Confidentiality Agreement”). In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern. Notwithstanding the foregoing, the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of contractual or legal restrictions, including applicable Laws, or which shall survive it believes is competitively sensitive information. In addition, the termination of Company may designate any competitively sensitive information provided to Parent under this Agreement in accordance as “outside counsel only” and such information shall be given only to the outside counsel of Parent and may not be shared with the terms set forth thereinParent or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel).

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its Subsidiaries toby consenting to or approving this Agreement, afford to Parent each Company Shareholder covenants and agrees that such Company Shareholder shall: (i) cooperate with all reasonable requests of the Parent, Parent’s Representatives counsel and accountants in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as may be reasonably requested by the Parent or the managing underwriters of the IPO in order to carry out the intent of this Agreement and to close the IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the foregoing, upon the reasonable accessrequest of Parent, the Company shall permit representatives of Parent, the managing underwriter of the IPO and representative of such managing underwriter to have reasonable access (at all reasonable times times, and in a manner so as shall not unreasonably to interfere with the normal business or operations of the Company or any Subsidiary thereofCompany), subject to compliance with applicable law (including but not limited to antitrust law) and the execution and delivery to Parent by such underwriter of confidentiality agreements, to the officers, employees, accountants, agentsall premises, properties, officesfinancial, tax and other facilities and to all books, recordsaccounting records (including the work papers of the Company’s independent accountants), contracts, other records and other assets of the Company and its Subsidiariesdocuments, and the Company shallpersonnel, and shall cause its Subsidiaries to, furnish promptly of or pertaining to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Any information obtained by the Company from Parent with respect to Parent or the IPO and any information obtained by the Parent or its representatives from the Company shall comply withbe subject, to the extent applicable, to the terms and shall cause their respective Representatives to comply with, all conditions of their respective obligations under the Confidentiality AgreementConsent Agreement and that certain letter agreement, dated October 18March 24, 2019, between Parent and Company 2010 (the “Confidentiality Agreement”), which shall survive by and between Parent and the termination Company regarding the confidential treatment of this Agreement in accordance with certain information, the terms set forth thereinof which are incorporated herein by reference.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Between the date of this Agreement until and the earlier Closing Date, HumaScan will (i) permit the Shareholders and their Representatives reasonable opportunity to occur meet with and ask questions of the Effective Time or appropriate officers of HumaScan and grant reasonable access to all the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIbooks, the Company shallrecords, reports and shall cause its Subsidiaries toother related materials, 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, offices and other facilities and properties of HumaScan; and (ii) permit the Shareholders and their Representatives to all books, records, contracts, make such inspections thereof as they may reasonably request; and (iii) furnish the Shareholders and their Representatives with such financial and operating data (including without limitation the work papers of HumaScan's accountants) and other assets of information with respect to HumaScan as the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent Shareholders may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereintime reasonably request. (b) Parent and the Company HumaScan shall comply with, hold and shall cause their respective its Representatives to comply withhold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all documents and information concerning any of the Companies or the Shareholders furnished to them by the Shareholders or their respective obligations under Representatives in connection with the Confidentiality Agreementtransactions contemplated by this Agreement (except to the extent that such information can be shown to have been (i) previously known by HumaScan, dated October 18, 2019, between Parent and Company (ii) in the “Confidentiality Agreement”)public domain through no fault of HumaScan or (iii) later lawfully acquired by HumaScan from another source, which source shall survive not be the termination agent of any of the Shareholders or person under confidentiality obligation to any of the Shareholders and, except as otherwise required by applicable law, rule or regulation, HumaScan shall not release or disclose such information to any other person, except its auditors, actuaries, attorneys, financial advisors, bankers and other consultants and advisors who need to know same in connection with this Agreement in accordance with the terms set forth thereinAgreement.

Access to Information; Confidentiality. (ai) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 VIIArticle VIII, the Company shall, and shall cause 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 thereofCompany, 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 SubsidiariesCompany, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (bii) 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 October 18February 1, 2019, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement hereof until the earlier to occur of the Effective Time Closing Date, or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIunder Section 9.1, upon reasonable prior notice from Buyer, the Company shall, and shall cause its Subsidiaries to, (a) afford to Parent Buyer and Parent’s Representatives its authorized representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the Company’s and its Subsidiaries’ books and records, facilities, assets, officers, directors, employees, attorneys, accountants, consultants, financial advisors and agents, properties, offices(b) provide Buyer with such financial and operating data and other information with respect to the Business as Buyer may reasonably request, and other facilities and (c) provide Buyer with reasonable access to all books, records, contracts, and other assets of the Company its and its Subsidiaries’ customers, vendors and creditors. Notwithstanding the Company shallforegoing, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall not be required to disclose any information or provide access to or disclose information any Person where such disclosure or such access or disclosure would jeopardize the protection of any attorney-client privilege or contravene any Lawlaw, rule, regulation or Contract to which the Company or its Subsidiary is a party. No investigation by Buyer shall affect the Company’s representations, warranties, covenants, or agreements contained hereinability of Buyer to rely on the representations and warranties of the Company in this Agreement. (b) Parent Buyer acknowledges that the information provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the terms of the Nondisclosure Agreement between Buyer and the Company shall comply withdated February 3, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company 2010 (the “Confidentiality Nondisclosure Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth thereinof which are incorporated herein by reference. Effective upon, and only upon, the Closing Date, the Nondisclosure Agreement shall terminate.

Access to Information; Confidentiality. (a) Upon reasonable prior notice Except as required pursuant to the Confidentiality Agreement to which Parent and subject the Company are parties, or pursuant to applicable Laws relating to the exchange of informationLaw, 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, the Time: (i) Company shall, shall (and shall cause its the Company Subsidiaries to, afford ): (y) provide to Parent and Parent’s Representatives reasonable accessthe officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”) of Parent 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, upon prior notice to the officers, employees, accountantsagents, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books and records thereof, including access to conduct any reasonable environmental assessments, and (z) furnish promptly to Parent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request; and (ii) Parent shall (and shall cause the Parent Subsidiaries to): (y) provide to the Company and the Company’s Representatives access at reasonable times and upon prior notice to the officers, employees, agents, properties, offices, offices and other facilities of Parent and the Parent Subsidiaries and to all booksthe books and records thereof, recordsand (z) furnish promptly to the Company such information concerning the business, properties, contracts, assets, liabilities, personnel and other assets aspects of the Company and its Subsidiaries, Parent and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent Company or its representatives may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinrequest. (b) All information obtained by Parent and or the Company pursuant to this Section 6.3 shall comply with, and shall cause their respective Representatives to comply with, all be kept confidential in accordance with the terms of their respective obligations under the Confidentiality Agreement, dated October 18January 13, 2019, 2005 between Parent and the Company (the “Confidentiality Agreement”), which . (c) No investigation pursuant to this Section 6.3 shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, from the date Company shall afford, and shall cause each of this Agreement until its Subsidiaries to afford, upon reasonable advance notice, to Parent and Parent's Representatives, reasonable access during normal business hours during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all of its and its Subsidiaries' properties and other assets, books, contracts, commitments, records, directors, officers, employees, attorneys, accountants, and auditors and other advisors and, during such period, the Company shallshall furnish promptly, and shall cause each of its Subsidiaries to furnish promptly, 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, (ii) all organizational documents, stock certificates and other evidences of equity interests, stockholders' registers and other registers of equity interests, minute books, certificates of good standing, authorizations to do business and certified accounts of each Subsidiary of the Company and (iii) all other information concerning its and its Subsidiaries' business, properties and personnel as Parent may reasonably request. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of November 5, 2004, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"). Parent shall hold, and shall cause its Subsidiaries toRepresentatives to hold, 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 to Parent such other confidential information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request received from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warrantiesdirectly or indirectly, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement or otherwise in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until Until the earlier to occur of the Effective Time or Closing and the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIits terms, the Company shall, Buyer and its representatives (including any financing sources and their respective representatives) shall cause its Subsidiaries to, afford continue to Parent and Parent’s Representatives have reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the officersfacilities, employees, accountants, agents, properties, offices, books 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 to Parent such other information concerning the business and properties records (consistent with applicable Law regarding privacy) of the Company and its Subsidiaries to conduct such inspections as Parent Buyer may reasonably request from time request. Any inspection pursuant to time. Neither this Section 6.2 will be conducted in such a manner so as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that the Company determines in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Buyer nor any of its representatives shall enter any facilities of the Company or its Subsidiaries or contact any of the employees (other than the senior officers identified by the Company to Buyer), landlords, customers or suppliers of the Company or its Subsidiaries without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the chief executive officer of Parent, which consent shall not be required to provide access to unreasonably withheld, conditioned or disclose information where delayed; it being acknowledged that any and all such access or disclosure would jeopardize contacts will be arranged by and coordinated with the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Parent Company and the Company shall comply with, and cooperate in good faith with Buyer to facilitate such contact as may be reasonably requested by Buyer. All information exchanged pursuant to this Section 6.2 shall cause their respective Representatives be subject to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating Subject to the exchange existing confidentiality agreement dated as of informationDecember 3, from 2001 (the date of this Agreement until "Confidentiality Agreement"), between the earlier to occur of Company and the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIBuyer, upon reasonable notice, the Company shall, and shall cause its Subsidiaries to, afford to Parent the Buyer 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, agentscounsel, financial advisors and other representatives of the Buyer, reasonable access during normal business hours during the period prior to the Effective Time to all its respective properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and other assets of records and, during such period, the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other the Buyer a copy of all information concerning its business, properties and personnel as the business and properties of the Company and its Subsidiaries as Parent Buyer may reasonably request from time to timerequest. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize contravene any applicable law, rule, regulation, order or decree or would, with respect to any pending matter, result in a waiver of the protection of attorney-client privilege or contravene the protection afforded attorney work-product provided that this shall not relieve the Company of any Lawobligations under Article II or Article VI of this Agreement. No investigation The Company shall affect use reasonable efforts to obtain from third parties any consents or waivers of confidentiality restrictions with respect to any such information being provided by it. The Buyer will hold, and will cause its respective officers, employees, accountants, counsel, financial advisors and other affiliates and representatives to hold, any nonpublic information in accordance with the Company’s representations, warranties, covenants, or agreements contained hereinterms of the Confidentiality Agreement. (b) Parent and By the Company execution of this Agreement, the terms of the Confidentiality Agreement shall comply with, be extended and shall cause their respective Representatives to comply with, all remain in full force and effect until the second anniversary of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the date of termination of this Agreement in accordance with the terms set forth therein.pursuant to Section 7.1

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement until the earlier to occur of the Effective Time Closing or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIArticle VI, the Company shall, and shall cause its Subsidiaries to, afford to Parent and ParentRoyal Gold’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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its SubsidiariesSubsidiaries (including the Contributed Assets), and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent Royal Gold such other information concerning the business and properties of the Company and its Subsidiaries as Parent Royal Gold may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenantsrepresentations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Royal Gold pursuant to this Agreement. (b) Parent Royal Gold 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 October 18March 6, 20192014, between Parent Royal Gold and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice Subject to compliance with applicable Law and subject to applicable Laws relating to the exchange of information, 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 VIISection 5.3(b), the Company shall, and shall cause its Subsidiaries to, afford to give Parent and Parent’s its 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, access to the officers, employees, accountants, agentspersonnel, properties, offices, books 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 to Parent such other information concerning the business and properties records of the Company and its Subsidiaries during normal business hours, furnish to Parent and its Representatives such financial and operating data and all other information as Parent such Persons may reasonably request from time and shall instruct its Representatives to time. Neither cooperate with Parent in its investigation of the business of the Company; provided, however, that no investigation of the Company's business shall affect any representation or warranty made by the Company nor any hereunder. Parent will, and will cause each of its Representatives to, use its reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries shall be required to provide access to or disclose that may result from requests for access, data and information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinhereunder. (b) All information provided or obtained in connection with the transactions contemplated by this Agreement will be kept confidential by Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under in accordance with the Confidentiality Agreement, dated October 18January 5, 20192005, between Parent and the Company (the “"Confidentiality Agreement”"), which shall survive . In the termination event of a conflict or inconsistency between the terms of this Agreement in accordance with and the Confidentiality Agreement, the terms set forth thereinof this Agreement will govern. Notwithstanding the foregoing, the Company shall not be required to provide any information that it reasonably believes it may not provide to Parent by reason of contractual or legal restrictions, including applicable Laws, or which it believes is competitively sensitive information. In addition, the Company may designate any competitively sensitive information provided to Parent under this Agreement as "outside counsel only" and such information shall be given only to the outside counsel of Parent and may not be shared with Parent or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel).

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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, upon receipt of one (1) Business Day’s prior written notice from Parent, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times access (during normal business hours unless otherwise agreed to by the Company) 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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation Law (it being agreed that the parties shall affect the Company’s representations, warranties, covenants, use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or agreements contained hereincontravention). (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 October 18April 27, 20192016, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of informationMutual Confidentiality Agreement, from between the date of this Agreement until Parent and the earlier to occur of Company (the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII“Confidentiality Agreement”), the Company shall, and shall cause each of its Subsidiaries to, afford to the 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 its officers, employees, accountants, agentscounsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to all its properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and other assets of the Company and its Subsidiariesrecords and, and during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish promptly to the 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 and (b) all other information concerning its business, properties and personnel as the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time(including the Company's outside accountants work papers). Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawlaw, rule, regulation, order or decree. No investigation review pursuant to this Section 5.7 shall affect limit the Company’s representationsParent's or Merger Sub's reliance on or the enforceability (or remedies with respect thereto) of any representation, warrantieswarranty, covenantscovenant, or agreements contained herein. (b) Parent and agreement made by the Company shall comply withherein or the conditions to the obligations of the Parent or Merger Sub under this Agreement. The Parent will hold, and shall will cause their respective Representatives its officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to comply withhold, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement any nonpublic information in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a1) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with Agreement, subject to Law and the terms set forth in ARTICLE VIIof any existing Contracts, the Company shall, and shall cause its Subsidiaries and their respective officers, directors, Company Employees, independent auditors, advisers and agents to, afford the Purchaser and its officers, employees, agents and representatives such access as the Purchaser may reasonably request at all reasonable times, including for the purpose of facilitating integration business planning, to Parent their offices, properties, books and Parentrecords, and shall make available to the Purchaser all financial data and other information as the Purchaser may from time to time reasonably request (including continuing access to the Data Room); provided that: (i) the Purchaser provides the Company with reasonable notice of any request under this Section 4.5(1); and (ii) access to any materials contemplated in this Section 4.5(1) (other than the materials in the Data Room) shall be provided during the Company’s Representatives reasonable access, at reasonable times normal business hours only and in a such manner as shall not to interfere unreasonably interfere with the conduct of 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b2) Parent and Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement. (3) The Confidentiality Agreement shall comply withcontinue to apply until the Effective Time, and any information provided under Section 4.5(1) is confidential and shall cause their respective Representatives be subject to comply withthe terms of the Confidentiality Agreement. If this Agreement is terminated in accordance with its terms, all of their respective the obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Agreement shall survive the termination of this Agreement in accordance with the terms set forth thereinAgreement.

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any Company Subsidiary is a party (a) Upon which such Person will use commercially reasonable prior notice efforts to cause the counterparty thereto to waive), and subject to except as would result in the loss or waiver of any attorney-client, work product or other applicable Laws relating to the exchange of informationprivilege, 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 VIITime, the Company shallwill, and shall will cause its Subsidiaries each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with respect to the Company and the Company Subsidiaries, the “Company Representatives”) to, afford : (i) provide to Parent and Parent’s Merger Sub and their respective Representatives (the “Parent Representatives”) reasonable access, 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, during normal operating hours upon prior notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities of such party and its Subsidiaries and to all books, records, contracts, the books and other assets of the Company records thereof (including Tax Returns) and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, (ii) furnish promptly to Parent such other information concerning the business business, properties, Contracts, assets, liabilities, personnel and properties other aspects of the Company such party and its Subsidiaries as Parent or the Parent Representatives may reasonably request from time request, provided that no investigation pursuant to time. Neither this Section 6.2 shall affect or be deemed to modify any representation or warranty made by the Company nor herein or any of its Subsidiaries the conditions to the obligations of the parties hereto under this Agreement. The information referred to in the previous sentence shall be required subject to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18November [ ], 20192012, by and between the Company and Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating The Company shall afford to the exchange of informationParent and its accountants, from counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the date of this Agreement until period prior to the earlier Closing, to occur the Company’s properties and facilities, books, financial information (including working papers and data in the possession of the Effective Time or Company’s independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the termination Company’s systems of this Agreement in accordance with internal control), Contracts and records of the terms set forth in ARTICLE VIICompany and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company as the Parent shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the Closing, the Company shallshall generally keep the Parent informed as to all material matters involving the operations and businesses of the Company. The Company shall authorize and direct the appropriate directors, managers and shall cause 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 employees of the Company or any Subsidiary thereof, to discuss matters involving the officers, employees, accountants, agents, properties, offices, operations and other facilities and to all books, records, contracts, and other assets business of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties with representatives of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinParent. (b) All nonpublic information provided to, or obtained by, the Parent and in connection with the Company Transactions shall comply with, and shall cause their respective Representatives to comply with, all be “Confidential Information” for purposes of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between the terms of which shall continue in force until the Closing. No information provided to or obtained by the Parent and Company pursuant to Section 5.2(a) shall limit or otherwise affect the remedies available hereunder to the Parent (including the “Confidentiality Agreement”Parent’s right to seek indemnification pursuant to ARTICLE VIII), which shall survive or the termination of this Agreement in accordance with representations or warranties of, or the terms set forth thereinconditions to the obligations of, the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, from the date of this Agreement until Company shall afford to Parent and Parent’s Representatives reasonable access during normal business hours during the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall, and shall cause its Subsidiaries to, afford furnish promptly to Parent (i) a copy of each report, schedule, registration statement and Parentother document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s Representatives reasonable access▇▇▇▇▇ database, at reasonable times (ii) other information concerning its and in a manner its Subsidiaries’ business, properties and personnel as shall not unreasonably interfere with the business or operations of the Company Parent or any Subsidiary thereof, to the officers, of its Representatives may reasonably request; and (iii) instruct its employees, accountantscounsel, agentsfinancial advisors, properties, offices, auditors and other facilities and authorized Representatives to all books, records, contracts, and other assets cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, and however, that the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning may restrict the business and properties of foregoing access if the Company and determines, in its Subsidiaries as Parent may reasonably request from time reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to a third-party or disclose information where such access or disclosure would jeopardize the protection of an attorney-client privilege or contravene any Lawprivilege. The information provided will be subject to the terms of the Confidentiality Agreement. No investigation shall affect the Company’s representationspursuant to this Section 6.8 or information provided, warrantiesmade available or delivered to Parent pursuant to this Agreement (other than, covenantssubject to Section 9.8, or agreements information contained herein. (b) Parent and in the Company shall comply with, and shall cause their respective Representatives to comply with, all Disclosure Schedule) will affect any of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and representations or warranties of the Company (the “Confidentiality Agreement”), which shall survive the termination of contained in this Agreement in accordance with or the terms set forth thereinconditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice To the extent permitted by applicable Law (including European and subject to applicable Laws relating to the exchange of information, 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 VIIItalian privacy Law), the Company shall, agrees that upon reasonable notice it shall (and shall cause its Subsidiaries to, ) afford to Parent and Parent’s Representatives Parents’ representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with during normal business hours throughout the business or operations of period prior to the Company or any Subsidiary thereofEffective Time, to the its officers, employees, accountantsauditors, agents, to its properties, offices, and other facilities and to all books, records, contracts, contracts and other assets records (including Tax records and the workpapers of the Company and its SubsidiariesCompany’s independent accountants), and and, during such period, the Company shall, shall (and shall cause its Subsidiaries to, ) (i) furnish promptly to Parent such other and Sub all information concerning the business its business, properties and properties of the Company personnel as may reasonably be requested, (ii) help facilitate reasonable access for Parent, at such times as Parent and its Subsidiaries as Parent representatives may reasonably request from time request, to time. Neither persons having a material business relationship with the Company nor any of Company; and (iii) otherwise assist Parent and its Subsidiaries shall be 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. No investigation shall affect representatives in becoming familiar with the Company’s representationsexisting and prospective businesses and assets and liabilities to such extent and at such times as Parent and its representatives may reasonably request. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, warrantiesParent shall hold, covenantsand shall cause its representatives to hold, all information received from the Company, directly or agreements contained hereinindirectly, in confidence in accordance with the Confidentiality Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives No information or knowledge obtained in any investigation pursuant to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement will affect any of the representations or warranties of the parties hereto contained in accordance with this Agreement or the terms set forth thereinconditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective Representatives, upon reasonable notice, reasonable access during normal business hours, during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement (the “Pre-Closing Period”) in accordance with the terms set forth in ARTICLE VIIits terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause 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 each 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 to Parent Parent: (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities Laws and (b) all other information concerning the business its business, properties and properties of the Company and its Subsidiaries personnel as Parent or Merger Sub may reasonably request from time to time. Neither (including Tax Returns filed and those in preparation and the workpapers of its auditors); provided, however, that the foregoing shall not require the Company nor to disclose any of its Subsidiaries information to the extent such disclosure would contravene applicable Law. Nothing herein shall be required require the Company to provide access to or disclose any information where if such access or disclosure would jeopardize the protection of any attorney-client privilege or contravene any Lawapplicable Law or binding agreement entered into prior to the date of this Agreement; provided that the parties shall cooperate to disclose such information without jeopardizing such privilege or contravening such Law or binding agreements. No investigation All such information shall affect be held confidential in accordance with the Company’s representations, warranties, covenants, or agreements contained herein. (b) terms of the Mutual Confidentiality Agreement between Parent and the Company shall comply withdated as of October 17, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company 2023 (the “Confidentiality Agreement”). No investigation pursuant to this Section 6.2 or information provided, which shall survive the termination of made available or delivered to Parent pursuant to this Agreement in accordance with shall affect any of the terms set forth thereinrepresentations, warranties, covenants, rights or remedies, or the conditions to the obligations of, the parties hereunder.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating Subject to the exchange terms of informationany confidentiality or similar agreement previously entered into by the parties (collectively, the "Confidentiality Agreement"), from the date of this Agreement until hereof to the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIClosing Date, the Company shall, and shall cause its Subsidiaries the officers, directors, employees and agents of the Company to, afford to the officers, employees and agents of the Parent and Parent’s Representatives reasonable access, access at all 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, plants and other facilities facilities, books and to all books, records, contracts, and other assets records of the Company and shall furnish the Parent with all financial, operating and other data and information as the Parent, through its Subsidiariesofficers, employees or agents, may reasonably request. Until the Closing Date, the Parent shall not visit the Company's facilities or contact the Company's customers, software vendor partners or employees (other than the Company's senior management, as identified by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇) unless and until the Parent receives the written approval of the Company, such approval not to be unreasonably withheld or delayed. From the date hereof until the Closing Date, the Company shall, shall provide the Parent with monthly and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties financial statements of the Company as they become available internally at the Company, all of which financial statements shall fairly present the financial position and its Subsidiaries as Parent may reasonably request from time to time. Neither results of operations of the Company nor any as of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawdates and for the periods therein specified. No investigation pursuant to this Section 7.2 shall affect any representation or warranty in this Agreement of any party hereto or any condition to the Company’s representations, warranties, covenants, or agreements contained herein. (b) Parent and obligations of the Company parties hereto. The parties shall comply with, and shall cause their respective Representatives continue to comply with, all of with and to perform their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a1) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement hereof until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIAgreement, the Company shallshall give the Purchaser and its representatives (a) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’ (i) premises, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts, Company Leases and Authorizations, and shall cause its Subsidiaries to(iv) senior personnel, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner so long as shall the access does not unreasonably unduly interfere with the business or operations Ordinary Course conduct of the Company business of the Company; and (b) such financial and operating data or any Subsidiary thereof, other information with respect 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 to Parent such other information concerning the or business and properties of the Company and its Subsidiaries as Parent may reasonably request the Purchaser from time to timetime reasonably requests. Neither The Company shall continue to afford the Purchaser and its representatives access to the Company nor Data Room. Without limiting the foregoing, and subject to the terms of any existing Contracts: (i) the Company shall, upon the Purchaser’s request, facilitate discussions between the Purchaser and any third party from whom consent may be required or with whom the Company or any of its Subsidiaries shall be required does business; and (ii) the Purchaser and its representatives shall, upon reasonable prior notice, have the right to provide access to or disclose information where such access or disclosure would jeopardize the protection conduct inspections of attorney-client privilege or contravene any Law. No investigation shall affect each of the Company’s representations, warranties, covenants, or agreements contained hereinand its Subsidiaries’ properties. (b2) Parent and Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under in this Agreement. (3) The Purchaser acknowledges that the Confidentiality Agreement, dated October 18, 2019, between Parent Agreements continue to apply and Company (the “Confidentiality Agreement”), which that any information provided under Section 4.5(1) above that is non-public and/or proprietary in nature shall survive the termination of this Agreement in accordance with be subject to the terms set forth thereinof the Confidentiality Agreements.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall use its commercially reasonable efforts to cause its Subsidiaries to, afford to Parent and Parent’s Representatives its accountants, counsel, financial advisors and other representatives reasonable accessaccess during normal business hours and upon reasonable notice throughout the period prior to the Effective Time to their respective properties, at reasonable times books, contracts, commitments and in a manner records and, during such period, shall furnish such information concerning its businesses, properties and personnel as Parent shall reasonably request; provided, however, such access 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect disrupt the Company’s representations, warranties, covenantsor its Subsidiaries’ respective operations and must be conducted in accordance with the reasonable procedures established by the Company. All nonpublic information provided to, or agreements contained herein. (b) obtained by, Parent and in connection with the Company transactions contemplated hereby shall comply with, and shall cause their respective Representatives to comply with, all be “Confidential Information” for purposes of their respective obligations under the Confidentiality Agreement, dated October 18July 3, 20192003, by and between Parent the Company and Company The Gates Group, LLC (the “Confidentiality Agreement”), the terms of which shall survive the termination of this Agreement and continue in accordance with full force and effect. Notwithstanding the terms set forth thereinforegoing, the Company shall not be required to provide any information which it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, which constitutes information protected by attorney/client privilege, or which the Company or any of its Subsidiaries is required to keep confidential by reason of contract, agreement or other obligation to third parties. If any party discovers any breach of any representation or warranty contained in this Agreement or any circumstance or condition that upon the Effective Time would constitute such a breach, such party covenants that it will promptly so inform the other parties.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause its respective officers, employees, counsel, financial advisors and other representatives to, afford to Parent and its representatives reasonable access during normal business hours, during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or of the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIMerger, to its properties (leased and owned), assets, books, contracts, commitments, personnel, customers and records, and, during such period, the Company shall, and shall cause its Subsidiaries respective officers, employees and representatives to, afford furnish promptly to Parent all reasonable information held by such person concerning its business, properties, financial condition, operations and Parent’s Representatives reasonable access, at reasonable times personnel as Parent may from time to time reasonably request and in each case in such a manner so as shall not to unreasonably interfere with the normal business or operations of the Company or any Subsidiary thereofCompany. Parent will hold, to the and will cause its respective directors, officers, employees, accountants, agentscounsel, propertiesfinancial advisors and other representatives to hold, officesany nonpublic information in confidence, and other facilities to abide by the confidentiality provisions and restrictions on use set forth in the Confidentiality Agreement referred 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinin paragraph (c) below. (b) Parent and No investigation pursuant to this Section 5.01 shall affect any representations or warranties of the Company shall comply withparties herein or the conditions to the obligations of the parties hereto. (c) Notwithstanding any obligations of the parties hereto, and shall cause their respective Representatives the parties agree to comply with, all be bound until the Closing Date by the terms of their respective obligations under the Confidentiality Agreement, dated October 18as of December 4, 20192014, between Parent Parent, ecVision U.S. and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.Company. - 39 -

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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 Article VII, the Company shall, and shall cause 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (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 October 18July 5, 2019, between Parent and Company Financial Advisor as agent for the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from From the date of this Agreement until the earlier to occur of the Effective Time Closing or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIArticle VI, the Company shall, and shall cause its Subsidiaries to, afford to Parent and ParentRoyal Gold’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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its SubsidiariesSubsidiaries (including the Contributed Assets), and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent Royal Gold such other information concerning the business and properties of the Company and its Subsidiaries as Parent Royal Gold may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenantsrepresentations and warranties contained herein, or agreements contained herein. limit or otherwise affect the remedies available to Royal Gold pursuant to this Agreement. (b) Parent Royal Gold 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 October 18March 6, 20192014, between Parent Royal Gold and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. Insofar as permitted by applicable law and the terms of the Confidentiality Agreement, the Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) Upon during normal business hours and upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Company during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all its and its Subsidiaries’ properties, books, Contracts, personnel and records and, during such period, the Company shall, and shall cause 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 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, (b) a copy of each correspondence or written communication with any United States Federal or state Governmental Entity and (c) all other information concerning the business and properties of the Company its and its Subsidiaries Subsidiaries’ business, properties and personnel as Parent may reasonably request request. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated August 25, 2006, as amended from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) between Parent and the Company shall comply with(as it may be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence and otherwise in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 VIIArticle VIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s 's Representatives reasonable access, at reasonable times during normal business hours 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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation Law (it being agreed that the parties shall affect the Company’s representations, warranties, covenants, use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or agreements contained hereincontravention). (b) Parent and the Company shall comply with, and shall cause their respective its Affiliates and Representatives to comply with, all of their respective Parent's obligations under the Confidentiality Agreement, dated October 18January 31, 20192013, between Parent and ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, on behalf of the Company (the “"Confidentiality Agreement”"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating restrictions contained in confidentiality agreements (from which such party shall use reasonable efforts to the exchange of information, 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 VIIbe released), the Company shall, shall (and shall cause its Subsidiaries subsidiaries to, ) and Parent shall (and shall cause its subsidiaries to) (i) 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, agentscounsel and other representatives of the other, reasonable access, during the period after the execution and delivery of this Agreement and prior to the Effective Time, to the properties, offices, and other facilities and to all books, records, contracts, commitments and other assets records of the Company and its Subsidiariesor the Parent, and the Company shallas applicable, and shall cause its Subsidiaries toand, (ii) during such period, furnish promptly to Parent such the other all information concerning the business business, properties and properties personnel of the Company and its Subsidiaries or the Parent, as Parent applicable, as such other party may reasonably request from time request, and each shall make available to time. Neither the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the Company's or Parent's, as applicable, business, properties and personnel as either Parent or the Company nor may reasonably request. All such information shall be kept confidential in accordance with the terms of the confidentiality letter, dated July 27, 2001 (the "Parent Confidentiality Agreement"), from Parent to the Company and the confidentiality letter, dated July 30, 2001 (the "Company Confidentiality Agreement") from the Company to Parent, and such information shall not be used by a party for any purpose other than completing this Agreement or subsequently acting in accordance with its terms. Notwithstanding the provisions of its Subsidiaries shall this Section 5.03, a party will not be required to provide access or to or disclose information where such access or disclosure would jeopardize violate any law or any confidentiality agreement in effect on the protection date hereof between such party and a third party or, in the opinion of counsel to such party, would result in the waiver of any attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinwork-product protection. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. During the Pre-Closing Period, Parent and its representatives (aincluding any financing sources and their respective representatives) Upon shall continue to have reasonable prior notice and subject to applicable Laws relating access during normal business hours to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance books and records (consistent with the terms set forth in ARTICLE VII, the Company shall, and shall cause 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 to Parent such other information concerning the business and properties applicable Law regarding privacy) of the Company and its Subsidiaries to conduct such inspections as Parent may reasonably request from time request. Any inspection pursuant to time. Neither this Section 5.2 will be conducted in such a manner so as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that the Company determines in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Parent nor any of its representatives shall contact any of the employees (other than the senior officers identified by the Company to Parent), landlords, customers or suppliers of the Company or its Subsidiaries without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed; it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company. All information exchanged pursuant to this Section 5.2 shall be required subject to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorneyNon-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 Disclosure Agreement, dated October 18as of May 1, 20192014 between the Company and Parent, between Parent and Company as amended from time to time (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice The Company shall allow Acquirers Representative and subject to applicable Laws relating to the exchange of information, 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, the Company shall, its agents and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, advisors 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, following prior coordination to the officersfiles, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contractstechnology, Contracts, personnel and other assets offices of the Company, including any and all information relating to the Company’s taxes, Contracts, Liabilities, financial condition (including internal financial statements) and real, personal and intangible property, subject to the terms of the Non-Disclosure Agreement between the Seller and Pure dated September 2021 (the “NDA”). The Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries toaccountants and other Company representative to cooperate with the Acquirers Representative in making available all financial information reasonably requested by Acquirers Representative and its agents and advisors, furnish promptly including the right to Parent examine all working papers pertaining to all financial statements prepared or audited by such other accountants. No information concerning or knowledge obtained by Acquirers Representative during the business and properties pendency of the Company and its Subsidiaries as Parent may reasonably request from time Transactions in any investigation pursuant to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation this Section 5.8 shall affect the Company’s representationsor be deemed to modify any representation, warrantieswarranty, covenantscovenant, agreement, obligation or agreements contained condition set forth herein. (b) Parent and the Company shall comply withSeller shall, and shall use its commercially reasonable efforts to cause their respective Representatives its Affiliates and representatives to, keep confidential and not disclose to comply withany other Person, any Confidential Information (as defined in the NDA). Seller agrees that promptly after the Closing, it shall destroy all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent Company confidential information and Company (Intellectual Property in Seller’s possession and control, in whatever form or medium. If the “Confidentiality Agreement”)Acquirers Representative requests, which Seller shall survive the termination of this Agreement in accordance with the terms set forth thereinpromptly provide written confirmation and certification that Seller has returned or destroyed all such materials.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of information, 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 VIITime, the Company shall, and shall cause its Subsidiaries the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the "REPRESENTATIVES") of the Company to, afford to the Representatives of Parent and Parent’s Representatives reasonable access, access at all reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon reasonable notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities facilities, books and to all books, records, contractsmajor customers, vendors and other assets business partners of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information, copies of securities filings, stockholder and third-party communications and other material documents as Parent or Sub, through its Representatives, may reasonably request; PROVIDED, that, prior to the receipt by the Company shallof certain required third party consents, and this SECTION 6.2(a) shall cause its Subsidiaries tonot apply to those agreements, furnish promptly referred to Parent such other information concerning the business and properties of on SCHEDULE 6.2(a), which may not be disclosed by the Company and its Subsidiaries as Parent may reasonably request from time without the prior consent of third parties. The Company shall use commercially reasonable, good faith efforts to timeobtain each such consent prior to the Effective Time. Neither Nothing in this SECTION 6.2(a) shall require the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize result in the protection loss of any attorney-client privilege or contravene any Lawprivilege. No investigation The parties hereto shall affect make appropriate substitute disclosure arrangements under circumstances in which the Company’s representationsrestrictions of the preceding sentence apply. The Company and Parent will remain subject to the terms of mutual nondisclosure agreement, warrantiesdated October 17, covenants, or agreements contained herein2002 (the "CONFIDENTIALITY AGREEMENT"). (b) Parent and the Company No investigation pursuant to this SECTION 6.2 shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of limit or modify in any way or affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of information, 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 VIITime, the Company shall, and shall cause its Subsidiaries the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the "Representatives") of the Company to, afford to the Representatives of Parent and Parent’s Representatives Sub reasonable access, at access during normal business hours upon reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities facilities, books and to all books, records, contracts, and other assets records of the Company and its Subsidiaries, and the shall furnish Parent and Sub with all financial, operating and other data and information as Parent or Sub, through its Representatives, may reasonably request. The Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other and Sub monthly financial and operating data and information concerning within 15 days following the end of each calendar month. Parent will use all commercially reasonable efforts to minimize any unnecessary disruption to the business and properties of the Company and its Subsidiaries as which may result from the requests for access, data and information hereunder. All requests for access and information shall be coordinated through designated senior executives of each of the parties. Parent may reasonably request from time to time. Neither and Sub will hold any such information, including all such information disclosed in the Company nor any Disclosure Letter confidential in accordance with the terms of its Subsidiaries shall be 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. No investigation shall affect confidentiality agreement between the Company’s representationsCompany and Crescent Capital Investments, warrantiesInc. ("Crescent"), covenantsdated February 4, or agreements contained herein2004 (the "Confidentiality Agreement"). (b) Parent and No investigation pursuant to this Section 5.2, or any similar investigation prior to the Company date hereof, shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Between the date of this Agreement until and the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIClosing Date, the Company shall, and shall cause its Subsidiaries to, will afford to Parent the officers and Parent’s Representatives authorized representatives of USOP reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during business or operations hours to (i) all of the Company or any Subsidiary thereof, to the officers, employees, accountants, agentssites, properties, offices, books and other facilities and to all books, records, contracts, and other assets records of the Company and its Subsidiaries, (ii) such additional financial and the Company shall, operating data and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning as to the business and properties of the Company and its Subsidiaries as Parent USOP may reasonably request from time to timetime reasonably request, including without limitation access upon reasonable request to the Company's employees, certain mutually agreed upon customers and vendors for due diligence inquiry. Neither The Stockholders and the Company nor will cooperate with USOP, its representatives, auditors and counsel in the preparation of any of its Subsidiaries shall documents or other material which may be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawin connection with this Agreement. No information or knowledge obtained in any investigation pursuant to this Section 5.1 shall affect or be deemed to modify any representation or warranty contained herein or the Company’s representations, warranties, covenants, or agreements contained hereinconditions to the obligations of the parties to consummate the Merger. (b) Parent and Before the Closing, the Company shall comply withprovide to USOP true, correct and shall cause their respective Representatives complete copies of the following if existing and in the Company's possession or reasonably available to comply withthe Company: (i) all Leases and all material correspondence concerning the Leases (including, without limitation, all notices of their respective obligations under the Confidentiality Agreementlandlords thereunder advising the Company of amounts payable thereunder); (ii) all title reports, dated October 18, 2019, between Parent surveys and Company similar materials regarding each of the Leased Premises; (iii) all service and operating contracts regarding the “Confidentiality Agreement”), which shall survive operation of each of the termination of this Agreement in accordance with the terms set forth therein.Leased Premises;

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until Until the earlier to occur of the Effective Time or Closing and the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIits terms, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s its Representatives (including any financing sources and their respective representatives) shall continue to have reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the officersfacilities, employees, accountants, agents, properties, offices, books 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 to Parent such other information concerning the business and properties records (consistent with Applicable Law regarding privacy) of the Company and its Subsidiaries to conduct such inspections (including non-invasive environmental due diligence activities) as Parent may reasonably request from time request. Any inspection pursuant to time. Neither this Section 6.2 will be conducted in such a manner so as not to interfere unreasonably with the conduct of the Business and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that the Company and its legal representatives determine in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, to a third party with respect to confidentiality. The foregoing notwithstanding, neither Parent nor Merger Sub, nor any of their respective Representatives, shall contact any Employee, landlord, customer, supplier or shareholder of the Company or of any of its Subsidiaries (other than such Persons set forth on Section 6.2 of the Disclosure Letter) without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed); it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company and the Company shall cooperate in good faith with Parent to facilitate such contact as may be reasonably requested by Parent. All information exchanged pursuant to this Section 6.2 shall be required subject to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) that certain Confidentiality Agreement between Parent and the Company shall comply withdated as of January 7, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company 2013 (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject The Company shall afford to applicable Laws relating to the exchange of information, 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, the Company shallParent, and shall cause 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 's officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (i) all of the Company's properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and records and other assets information and business documents, (ii) by appointment, the Company's independent reserve engineers and accountants and (iii) the premises of the Company for the purpose of inspecting the books and records of the Company, provided that access to the premises shall be permitted only with the prior consent of the Company (which consent shall not be unreasonably withheld or delayed). During the period prior to the Effective Time, Parent will have the full cooperation of the Company in confirming the nature of the relationships between the Company and its Subsidiariescustomers, working interest owners, contractors and suppliers, including whether or not such relationships are satisfactory and whether or not such relationships are expected to continue after the Merger. The Company shallshall have the right to have a representative present at all times of any such inspections, interviews and shall cause communications conducted by Parent or its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinrepresentatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 nor the results thereof shall ------------ affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated ------------ December 14, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 20192000, between the Company and Parent and Company (the “"Confidentiality --------------- Agreement”"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.. ---------

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Except as required under any confidentiality agreement or similar agreement or arrangement to which the Company is a party or under applicable Laws relating Law or the regulations or requirements of any securities exchange or quotation service or other self regulatory organization with whose rules the parties are required to the exchange of informationcomply, 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 VIITime, the Company shall, shall (and shall cause its Subsidiaries their respective 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, ): (i) provide to the Parent (and its officers, directors, employees, accountants, agentsconsultants, legal counsel, financial advisors, investment bankers, agents and other representatives (collectively, “Representatives”)) access at reasonable times upon prior notice to the officers, directors, properties, offices, offices and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, to the books and the Company shall, records thereof; and shall cause its Subsidiaries to, (ii) furnish promptly to Parent such other information concerning the business business, properties, Contracts, assets, liabilities, personnel and properties other aspects of the Company and as the Parent or its Subsidiaries as Parent Representatives may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawrequest. No investigation conducted under this Section 6.3 shall affect the Company’s representations, warranties, covenants, or agreements contained hereinbe deemed to modify any representation or warranty made in this Agreement. (b) Parent and the Company The parties shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, Agreement between the Parent and the Company with respect to the information disclosed under this Section 6.3. (c) Prior to the “Confidentiality Agreement”)Closing, which none of the Company, the Parent nor any of their Representatives shall survive disclose the termination terms of this Agreement in accordance with to any employee of the Company, other than the Company’s stockholders, officers and directors, without the prior written approval of the parties hereto; provided, that the Parent may disclose the terms set forth thereinof this Agreement and the transactions contemplated by this Agreement in any Parent SEC Reports filed by the Parent prior to the Closing.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 Article VII, the Company shall, and shall cause 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 thereofCompany, to the officers, employees, accountants, agents, properties, offices, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its prior Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its prior Subsidiaries as Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (it being agreed that the parties shall use their reasonable 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, warranties, covenantsrepresentations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (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 October 18July 15, 20192011, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of information, from the date of this Agreement until the earlier to occur of the First Effective Time or the earlier termination of this Agreement in accordance with the terms set forth in ARTICLE VIIAgreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and each of their Representatives to, afford to Parent and Parent’s its Representatives reasonable access, at all reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, hours to the its officers, employees, accountants, agents, properties, offices, and other facilities and to all books, books and records, contractsand shall furnish Parent with all financial, operating and other assets data and information as Parent, through its Representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company and its Subsidiaries, and the Company shall, and shall cause or its Subsidiaries to, furnish promptly to Parent or otherwise result in any significant interference with the prompt and timely discharge by such other information concerning the business and properties employees of the Company and its Subsidiaries as Parent may reasonably request from time to timetheir normal duties. Neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize would, in the protection opinion of counsel, reasonably be expected to result in the waiver of any attorney-client privilege or contravene any applicable Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Each of Parent and each Merger Sub will hold and treat and will cause its Representatives to hold and treat in confidence all documents and information concerning the Company shall comply with, and shall cause their respective Representatives its Subsidiaries furnished to comply with, all of their respective obligations under Parent or the Merger Subs in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated October 18November 3, 20192015, between Parent the Company and Company Insight Venture Partners, LLC (the “Confidentiality Agreement”), ) which Confidentiality Agreement shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating Prior to the exchange of informationClosing Date, from or, if earlier, the date of this Agreement until the earlier is terminated pursuant to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIISection 9.1, the Company shall, and shall cause its Subsidiaries each other Company Group company to, afford to permit Parent and Parent’s Representatives its authorized agents or representatives, including its independent accountants, to have reasonable accessaccess to the personnel, at reasonable times properties, books and in a manner as shall not unreasonably interfere with the business or operations records of the Company or any Subsidiary thereof, Group during normal business hours to review information and documentation relative to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, commitments and other assets records of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries Group as Parent may reasonably request from time to time. Neither and for such other purposes as Parent may reasonably request; provided, that such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the business of the Company nor any of its Subsidiaries or the Company Group and shall be required to provide in accordance with applicable antitrust Laws. All requests for access to the offices, properties, books and records of the Company Group shall be made to the Seller Representative or disclose information where such representatives of the Company as the Seller Representative shall designate, who shall be solely responsible for coordinating all such requests and all access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinpermitted hereunder. (b) Parent Each Party and its respective Affiliates and representatives will hold in confidence all confidential information obtained from any other Party or its Affiliates, officers, agents, representatives or employees, whether or not relating to the business of the Company shall comply withGroup or the Parent Group, and shall cause their respective Representatives to comply withas applicable, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice From and subject to applicable Laws relating to the exchange of information, from after the date of this Agreement hereof until the earlier to occur of (x) the Effective Time Closing Date or (y) the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIits terms, upon reasonable notice, for purposes of integration planning and continuing due diligence the Company shall, and shall cause 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, counsel and other facilities representatives and agents of Parent (collectively “Parent Representatives”) full access to all booksits properties, records, contractsdatabases, books, Contracts, commitments and other assets of the Company information (however stored) and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent all such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time request. The Company shall make available to time. Neither Parent the appropriate individuals for discussion of its business, properties and personnel as Parent or the Parent Representatives may reasonably request; provided, however, that no investigation pursuant to this Section 5.2(a) shall affect any remedy available to Parent for any breach by the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or warranties and agreements contained herein. (b) Parent hereby agrees that it will hold, and will cause its Affiliates, directors, officers, employees, agents, representatives and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to hold, as confidential any information regarding Company obtained pursuant to Section 5.2(a); provided, however, that Parent may issue press release(s) or make other public announcements in accordance with Section 5.7. (c) Each of the Company and the Company shall comply withStockholders’ Agent hereby agrees that it will hold, and shall will cause their respective Representatives its Affiliates, directors, officers, employees, agents, representatives and advisors (including attorneys, accountants, consultants, bankers and financial advisors) to comply withhold, all as confidential any information regarding Parent, the existence of their respective obligations under the Confidentiality this Agreement, dated October 18, 2019, between Parent any of the terms and Company (the “Confidentiality Agreement”), which shall survive the termination conditions of this Agreement in accordance with and the terms set forth thereintransactions contemplated hereby.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, shall and shall cause its Subsidiaries to, to (i) afford to Parent Parent, and to 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 's officers, employees, accountants, agentscounsel, financial advisors and other representatives, access during reasonable business hours during the period prior to the Effective Time to (x) all of the Company's properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and records and other assets information and business documents, (y) by appointment, the Company's independent reserve engineers and accountants and (z) the premises and facilities of the Company, provided that access to the premises and facilities shall be permitted only at times and upon conditions reasonably acceptable to Parent and the Company (consent by the Company not to be unreasonably withheld), and (ii) promptly furnish such information as may be reasonably requested from time to time by Parent or its representatives. During the period prior to the Effective Time, Parent shall not contact any of the Company's customers, working interest owners, contractors, lenders, lessors, parties to contracts with the Company and its Subsidiariessuppliers, except at such times and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent upon such other information concerning the business and properties of conditions as may be reasonably agreed upon by the Company and Parent, and Company's agreement shall not be unreasonably withheld. The Company shall have the right to have representatives present at all times of any such inspections, interviews and communications conducted by Parent or its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinrepresentatives. (b) Neither any investigation conducted by Parent and or its representatives pursuant to this Section 6.02 or otherwise nor the results thereof shall affect any representation or warranty of the Company contained in this Agreement or the ability of Parent to rely thereon. All information exchanged pursuant to this Section 6.02 shall comply withbe subject to the confidentiality agreement dated February 17, 2003, between the Company and shall cause their respective Representatives to comply with, all of their respective obligations under Parent (the "Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”"), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other Representatives, reasonable access (aincluding for the purpose of coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) Upon during normal business hours and upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from Company during the date of this Agreement until the earlier period prior to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all its and its Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause 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 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, (b) a copy of each correspondence or written communication with any United States Federal governmental agency and (c) all other information concerning the business and properties of the Company its and its Subsidiaries Subsidiaries’ business, properties and personnel as Parent may reasonably request request. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of December 15, 2002 between Parent and the Company (as it may be amended from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement. No investigation pursuant to this Section 5.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause each of its Subsidiaries and the Company’s and such Subsidiaries’ Representatives to, afford to the Parent and Parent’s its Representatives reasonable complete access, at all reasonable times and in a manner as shall not unreasonably interfere with times, during the business or operations period prior to the Effective Time, to all of the Company or Company’s and any Subsidiary thereof, to the officers, employees, accountants, agentsof its Subsidiaries’, properties, offices, and other facilities and to all books, records, contracts, commitments and personnel and shall furnish the Parent all financial, operating and other assets data and information as the Parent may reasonably request. Unless otherwise required by law, the Parent will hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement. Without limiting the generality of the Company and its Subsidiariesforegoing, and the Company shall, within two business days of any request therefore, provide to the Parent the information described in Rule 14a-7(a)(2)(ii) under the Exchange Act and any information to which a holder of Company Common Stock would be entitled under Section 220 of the DGCL (assuming such holder met the requirements of such section). The Company shall cause use its Subsidiaries toreasonable best efforts to secure for the Parent access to and copies of the workpapers of its independent public accountants. No information or knowledge obtained in any investigation pursuant to this Section or otherwise shall affect or be deemed to modify any representation or warranty contained in the Agreement or the conditions to the obligations of the parties to consummate the Offer or the Merger. Notwithstanding the foregoing, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time shall not be obligated to time. Neither disclose any information if doing so would (i) violate any applicable laws, rules or regulations, (ii) result in the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection loss of attorney-client privilege with respect to such information (provided that such privilege cannot be reasonably sufficiently protected using a joint defense or contravene other similar agreement) or (iii) result in a breach of an agreement to which the Company or any Lawof its Subsidiaries is a party or result in the disclosure of trade secrets of third parties. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) The Parent and the Company shall comply with, work together in scheduling and shall cause their respective Representatives to comply with, coordinating all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth thereininspections.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until Until the earlier to occur of the Effective Time or Closing and the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIits terms, the Company shall, Buyer and its representatives (including any financing sources and their respective representatives) shall cause its Subsidiaries to, afford continue to Parent and Parent’s Representatives have reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the access during normal business or operations of the Company or any Subsidiary thereof, hours to the officersfacilities, employees, accountants, agents, properties, offices, books 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 to Parent such other information concerning the business and properties records (consistent with applicable Law regarding privacy) of the Company and its Subsidiaries to conduct such inspections as Parent Buyer may reasonably request from time request. Any inspection pursuant to time. Neither this Section 6.2 will be conducted in such a manner so as not to interfere unreasonably with the conduct of the businesses of the Company and its Subsidiaries and in no event will any provision hereof be interpreted to require the Company or its Subsidiaries to permit any inspection, or to disclose any information, that the Company determines in good faith may waive any attorney-client or similar privilege that it or its Subsidiaries may hold or conflict with any of its obligations, or the obligations of its Subsidiaries, with respect to confidentiality. The foregoing notwithstanding, neither Buyer nor any of its representatives shall contact any of the employees (other than the senior officers identified by the Company to Buyer), landlords, customers or suppliers of the Company or its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize without the protection prior written consent of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warrantieswhich consent shall not be unreasonably withheld, covenants, conditioned or agreements contained herein. (b) Parent delayed; it being acknowledged that any and all such contacts will be arranged by and coordinated with the Company and the Company shall comply with, and cooperate in good faith with Buyer to facilitate such contact as may be reasonably requested by Buyer. All information exchanged pursuant to this Section 6.2 shall cause their respective Representatives be subject to comply with, all of their respective obligations under the Confidentiality Non-Disclosure Agreement, dated October 18as of December 22, 20192014 between the DMS Health Technologies, between Parent Inc. and Company Digirad Corporation (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon The Company shall afford and shall cause the Subsidiary to afford the Parent and its accountants, counsel, financial advisors and other representatives, full access, during normal business hours upon reasonable notice throughout the period prior notice and subject to applicable Laws relating to the exchange of informationClosing, from to the date of this Agreement until Company’s and the earlier to occur Subsidiary’s properties and facilities, books, financial information (including working papers and data in the possession of the Effective Time or Company’s independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the termination Company’s systems of this Agreement in accordance with internal control), Contracts and records of the terms set forth in ARTICLE VIICompany and, during such period, shall furnish promptly such information concerning the businesses, properties and personnel of the Company as the Parent shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company’s operations. Prior to the Closing, the Company shallshall generally keep the Parent informed as to all material matters involving the operations and businesses of the Company. The Company shall authorize and direct the appropriate directors, managers and shall cause 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 employees of the Company or any Subsidiary thereof, to discuss matters involving the officers, employees, accountants, agents, properties, offices, operations and other facilities and to all books, records, contracts, and other assets business of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties with representatives of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinParent. (b) All nonpublic information provided to, or obtained by, the Parent and in connection with the Company transactions contemplated hereby shall comply with, and shall cause their respective Representatives to comply with, all be “Confidential Information” for purposes of their respective obligations under the Confidentiality Agreement, dated October 18as of November 13, 2019, 2013 between the Parent and the Company (the “Confidentiality Agreement”), the terms of which shall survive continue in force until the termination of this Agreement in accordance with Closing. No information provided to or obtained by the terms set forth thereinParent pursuant to Section 5.2(a) shall limit or otherwise affect the remedies available hereunder to the Parent (including the Parent’s right to seek indemnification pursuant to ARTICLE VIII), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, from the date of this Agreement until Company agrees that, prior to the earlier to occur of the Effective Time Closing or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIArticle VIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s its Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations be entitled to make such investigation of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, officesassets, businesses and other facilities and to all books, records, contracts, and other assets operations of the Company and its SubsidiariesSubsidiaries and such examination of the books, records and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties financial condition of the Company and its Subsidiaries as Parent may reasonably request from time requests, and to time. Neither make extracts and copies of such books and records (provided, however, that the foregoing shall not require the Company nor any of or its Subsidiaries shall be required to provide access to or disclose information where any such access or disclose any information to the extent the provision of such access or such disclosure would contravene applicable Law or jeopardize the protection loss of an attorney-client privilege or contravene any Lawprivilege). No investigation by Parent prior to or after the date of this Agreement shall affect diminish or obviate any of the Company’s representations, warranties, covenants, covenants or agreements of the Company or the Seller contained herein. (b) in this Agreement or the Company Documents. Any such investigation by Parent shall occur during the normal business hours of the Company and its Subsidiaries but shall not unreasonably interfere with any of the businesses or operations of the Company or its Subsidiaries. In order that Parent may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as it may reasonably request regarding the affairs of the Company and its Subsidiaries, the Company shall comply with, and shall use commercially reasonable efforts to cause their respective its Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between cooperate fully with Parent’s Representatives in connection with such review and examination. Parent and its Representatives shall hold information received from the Company (the “Confidentiality Agreement”), which shall survive the termination of and its Subsidiaries pursuant to this Agreement Section 6.5 in confidence in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause each of its Subsidiaries to, afford throughout the period from the date hereof to the Effective Time, (i) provide the Parent and Parent’s Representatives reasonable accessand, at Parent's request, its Representatives with full access to the Company's facilities, upon reasonable times prior notice and in a manner as shall during normal business hours, and to all officers, employees, agents and accountants of the Company and its Subsidiaries and their respective assets, properties, books and records, but only to the extent that such access does not unreasonably interfere with the business or and 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, (ii) furnish promptly to Parent such persons (x) a copy of each report, statement, schedule and other document filed or received by the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities laws and each material report, statement, schedule and other document filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans and other books and records) concerning the business and properties operations of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor or any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Lawother persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the Company’s representationsobligations of the parties hereto. Any such information or material obtained pursuant to this Section 6.01 shall constitute "Confidential Information" (as such term is defined in the Confidentiality and Non-Disclosure Agreement dated as of December 4, warranties1998 between the Company and CIBC ▇▇▇▇▇▇▇▇▇▇▇ Corp. (now CIBC World Markets Corp.), covenants, or agreements contained herein. as amended (bthe "Confidentiality Agreement")) and Parent and Sub each hereby agree to be bound by the Company shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under Confidentiality Agreement as if it were the Recipient (as defined in the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice To the extent permitted by applicable Law and subject to applicable Laws relating to the exchange of informationConfidentiality Agreement dated April 21, from 2004, between Parent and the date of this Agreement until Company (the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII"Confidentiality Agreement"), the Company shall, and shall cause 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, agentscounsel, financial advisors and other representatives of Parent, reasonable access during normal business hours during the period prior to the Effective Time, to the Acquired Companies' properties, offices, and other facilities and to all books, records, contracts, commitments, personnel and other assets of records and, during such period, the Company shall furnish promptly to Parent all other information concerning each Acquired Company's business, properties and personnel as Parent may reasonably request; provided that no investigation pursuant to this Section 5.4 shall affect or modify any representation or warranty given by the Company. Parent agrees that it shall coordinate its Subsidiariescontacts with the Company's personnel (other than the Senior Management) with a member of Senior Management, and but in any event such personnel shall be made available for such contacts at reasonable times as requested by Parent prior to the Company shallEffective Time. Parent shall hold, and shall cause its Subsidiaries torespective officers, furnish promptly employees, accountants, counsel, financial advisors and other representatives and affiliates to Parent such other hold, any nonpublic information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth thereinof the Confidentiality Agreement. Notwithstanding anything herein to the contrary herein or in the Confidentiality Agreement, Parent (and any employee, representative or other agent of Parent) may disclose to any and all parties, without limitation of any kind, the Tax treatment and Tax structure of the transactions contemplated by this Agreement and all materials of any kind (including opinions or other Tax analyses) that are provided to it relating to such Tax treatment and Tax structure. However, any such information relating to the Tax treatment or Tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities Laws.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of their subsidiaries is a party or pursuant to applicable Laws relating to the exchange of informationLaw, 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 VIITime, the Company shall, shall (and shall cause its Subsidiaries subsidiaries to, afford ): (i) provide to Parent (and Parent’s Representatives reasonable accessits officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives collectively, "Representatives") access at reasonable times and in a manner as shall not unreasonably interfere with the during normal business or operations of the Company or any Subsidiary thereof, hours upon prior notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities of the Company and the Company Significant Subsidiaries and to all booksthe books and records thereof; and (ii) furnish promptly such information concerning the business, recordsproperties, contracts, assets, liabilities, personnel and other assets aspects of the other party and its subsidiaries as the other party or its Representatives may reasonably request; provided, however, that the parties shall use reasonable best efforts to limit such access as provided in clauses (i) and (ii) in such a way as to minimize disruption to the operations of the business of the Company and its Subsidiaries, and the Company subsidiaries. Parent shall, and Parent shall cause its Subsidiaries Representatives to, furnish promptly to Parent keep such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement confidential in accordance with the terms set forth thereinof the Confidentiality Agreement, as supplemented, between Parent and the Company (the "Confidentiality Agreement"). From and after the date of this Agreement in the case of Lasertron, Inc. and after the printing and mailing of the Proxy Statement in the case of the other Company Significant Subsidiaries, the Company and Parent shall, and the Company shall cause the Company Significant Subsidiaries to cooperate in order to provide for an orderly transition as of the Effective Time.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable accessaccess during normal business hours to the Company’s and its Subsidiaries’ properties, at reasonable times books, Contracts, commitments, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives and the Company shall furnish promptly to Parent (i) a copy of each report, schedule and other document filed 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 and (ii) such other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request (provided that Parent and its representatives shall conduct any such activities in such a manner as shall not to interfere unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to Company). Except for disclosures permitted by the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets terms of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18as of April 7, 20192010, between Parent the Company and Company Greenbriar Equity Group LLC (as it may be amended from time to time, the “Confidentiality Agreement”” ), which Parent and its representatives shall survive hold information received from the termination of Company pursuant to this Agreement Section 5.7 in confidence in accordance with the terms set forth thereinof the Confidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its the Company Subsidiaries and the officers, directors, employees and agents of the Company and the Company 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 and agents of Parent and Merger Sub, at their sole cost and risk, reasonable access at all reasonable times from the date hereof through the Effective Date to its officers, employees, accountants, agents, properties, officesfacilities, and other facilities and to all books, records, contracts, contracts and other assets of and shall promptly furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may from time to time reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and its Subsidiarieswithout significant interference to Company’s operations or properties. No additional investigations or disclosures shall affect the Company’s representations and warranties contained herein, and or limit or otherwise affect the Company shall, and shall cause its Subsidiaries to, furnish promptly remedies available to Parent such other information concerning and Merger Sub pursuant to this Agreement. Notwithstanding anything to the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither contrary in this Section 7.7(a), neither the Company nor any of its Subsidiaries Company Subsidiary shall be required obligated to provide access to or disclose any information where such access or disclosure if doing so would jeopardize (i) violate any applicable Law, (ii) result in the protection loss of attorney-client privilege with respect to such information or contravene (iii) result in a breach of an agreement to which the Company or any Law. No investigation Company Subsidiary is a party; provided, however, that if any information is withheld by the Company or any Company Subsidiary pursuant to the foregoing, the Company shall affect inform Parent as to the Company’s representations, warranties, covenants, or agreements contained hereingeneral nature of what is being withheld. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all The provisions of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent Agreement shall remain in full force and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 Article VII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives (including financing sources and their respective Representatives), upon reasonable accessprior notice, at reasonable times access during normal business hours 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, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where pursuant to this Section 5.04(a) to the extent that the Company has determined in good faith (after consultation with its outside legal counsel) that such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation Law (it being agreed that the parties shall affect the Company’s representations, warranties, covenants, use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or agreements contained hereincontravention). (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 October 18September 27, 20192010, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating Subject --------------------------------------- to the exchange Confidentiality Agreement dated as of informationMarch 19, 1999, between Parent and the Company (as it may be amended from time to time, the date of this Agreement until "Confidentiality Agreement"), the earlier Company shall afford to occur of Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIIto all its properties, books, contracts, commitments, personnel and records and, during such period, the Company shallshall furnish promptly 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 United States Federal or state securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Except as required by law, Parent will hold, and shall will cause 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, agentscounsel, properties, offices, financial advisors and other facilities representatives and Affiliates to all bookshold, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other any nonpublic information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request received from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warrantiesdirectly or indirectly, covenants, or agreements contained hereinin accordance with the Confidentiality Agreement. (b) Parent and the Company shall comply with, and shall cause their respective Representatives Subject to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18Parent agrees to provide to the Company, 2019from time to time prior to the date on which Shareholder Approval is obtained, between such information as the Company shall reasonably request to evaluate Parent and its business, financial condition, operations and prospects. Except as provided by law, the Company (the “Confidentiality Agreement”)will hold, which shall survive the termination of this Agreement and will cause its officers and employees to hold, any nonpublic information received from Parent, directly or indirectly, in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Subject to applicable Laws relating to the exchange of information, 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, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and Parent’s Representatives representatives, reasonable accessaccess during normal business hours to all of the Company’s and its Subsidiaries’ properties, at reasonable times books, Contracts, commitments, records and correspondence (in a manner as shall not unreasonably interfere each case, whether in physical or electronic form, and including all material environmentally related audits, studies, reports, analyses, and results of investigations performed with respect to the business currently or operations previously owned, leased or operated properties of the Company or any Subsidiary thereofof its Subsidiaries), to the officers, employees, accountants, agentscounsel, properties, offices, financial advisors and other facilities Representatives and to all books, records, contracts, and other assets of information concerning the Company Company’s and its Subsidiaries’ business, properties and the personnel as Parent may reasonably request. (b) The Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such a copy of each report, schedule and other information concerning document filed or submitted by it pursuant to the business requirements of Federal or state securities Laws and properties a copy of any communication (including “comment letters”) received by the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the SEC concerning compliance with securities Laws; provided, that any report, schedule or other document filed or submitted by the Company nor any of its Subsidiaries using the SEC’s ▇▇▇▇▇ system and publicly available on the SEC’s ▇▇▇▇▇ system shall be required deemed made available to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained hereinParent. (bc) Parent and the Company shall comply with, and shall cause their respective Representatives hold information received from the Company pursuant to comply with, all this Section 5.5 in confidence in accordance with the terms of their respective obligations under the Confidentiality Agreement, dated October 18September 17, 20192010, between Parent and the Company (the “Confidentiality Agreement”). (d) No investigation, which shall survive or information received, pursuant to this Section 5.5 will modify any of the termination representations and warranties of this Agreement in accordance with the terms set forth thereinparties hereto.

Access to Information; Confidentiality. (a) Upon The Company shall afford to Parent, and to Parent’s officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries’ properties, books and records and to those employees of the terms set forth in ARTICLE VIICompany to whom Parent reasonably requests access, and, during such period, the Company shallshall furnish, and shall cause its Subsidiaries toas promptly as practicable, 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 information concerning its and its Subsidiaries’ business, properties and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries personnel as Parent may reasonably request from time (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to timeconduct any soil or groundwater or other invasive environmental testing or sampling without the Company’s consent). Neither Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any LawLaw or any Contract to which the Company or any of its Subsidiaries is a party. No investigation shall affect Except for disclosures expressly permitted by the Company’s representationsterms of the confidentiality letter agreement dated as of March 30, warranties2007, covenants, or agreements contained herein. (b) between Parent and the Company shall comply with(as it may be amended from time to time, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which Parent shall survive hold, and shall cause its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to hold, all information received from the termination of this Agreement Company or its Representatives, directly or indirectly, in confidence in accordance with the terms set forth thereinConfidentiality Agreement.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, from 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 VIIArticle VIII, the Company shall, and shall cause 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 thereofCompany, to the officers, employees, accountants, agents, properties, offices, offices and other facilities and to all books, records, contracts, contracts and other assets of the Company and its SubsidiariesCompany, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the The Company nor any of its Subsidiaries shall not be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenantsrepresentations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Parent or Merger Sub pursuant to this Agreement. (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 October 18May 10, 20192012, between Parent Guarantor and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause each of the Company Subsidiaries to, afford to Parent, and to Parent’s officers, employees, accountants, counsel, financial advisors and other representatives, reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time to their respective properties, books, contracts, commitments, personnel and records in a manner that does not unreasonably interfere with the conduct of the business of the Company or the termination of this Agreement in accordance with the terms set forth in ARTICLE VIICompany Subsidiaries and, during such period, the Company shall, and shall cause 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 each 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 to Parent such other all information concerning the business its business, properties and properties of the Company and its Subsidiaries personnel as Parent may reasonably request from time to time. Neither request; provided, however, that the Company nor and any of its the Company Subsidiaries shall be required to provide access to may withhold any document or disclose information where such access the disclosure of which would violate applicable Law or disclosure any Contract with a third party or would jeopardize result in the protection waiver of attorney-client any legal privilege or contravene work product protection. If any Law. No investigation shall affect material is withheld pursuant to the Company’s representationsproviso to the preceding sentence, warranties, covenants, or agreements contained herein. (b) Parent and the Company shall comply withinform Parent as to the general nature of what is being withheld. All information exchanged pursuant to this Section 6.02 shall be subject to the confidentiality agreement dated June 6, 2006 between the Company and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive . The Company hereby waives the termination provisions of this the Confidentiality Agreement in accordance with as and to the terms set forth thereinextent necessary to permit the consummation of the transactions contemplated hereby.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause the officers, directors, employees and agents of the Company to, afford the officers, employees and agents of Parent and Merger Sub, at their sole cost and risk, reasonable prior notice and subject to applicable Laws relating to the exchange of informationaccess, at all reasonable times from the date of this Agreement until hereof through the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, the Company shall, and shall cause 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 thereofterms, to the its officers, employees, accountants, agents, properties, officesfacilities, and other facilities and to all books, records, contracts, contracts and other assets of and shall promptly furnish Parent and Merger Sub all financial, operating and other data and information as Parent and Merger Sub through their officers, employees or agents, may from time to time reasonably request. Parent and Merger Sub, at their sole cost and risk, shall have the right to make such due diligence investigations as Parent and Merger Sub shall deem necessary or reasonable, upon reasonable notice to the Company and its Subsidiarieswithout significant interference to Company’s operations or properties. 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. Notwithstanding anything in Sections 6.4 or 6.5, the Company shallshall not be obligated to disclose any information if doing so would (i) violate any applicable Law, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning (ii) result in the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection loss of attorney-client privilege with respect to such information or contravene any Law. No investigation shall affect (iii) result in a breach of an agreement to which the Company’s representations, warranties, covenants, or agreements contained hereinCompany is a party. (b) Parent and the Company shall comply with, and shall cause their respective Representatives to comply with, all The provisions of their respective obligations under the Confidentiality AgreementAgreement dated as of January 14, dated October 18, 20192008, between Parent and the Company (the “Confidentiality Agreement”), which ) shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating From the date hereof to the exchange of information, 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 VIITime, the Company shall, and shall cause its Subsidiaries the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of the Company to, afford to the Representatives of Parent and Parent’s Representatives reasonable access, access at all reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, upon reasonable notice to the officers, employees, accountants, agents, properties, offices, offices and other facilities facilities, books and to all books, records, contractsmajor customers, vendors and other assets business partners of the Company and its Subsidiaries, and shall furnish Parent with all financial, operating and other data and information, copies of securities filings, stockholder and third-party communications and other material documents as Parent or Sub, through its Representatives, may reasonably request; provided, that, prior to the receipt by the Company shallof certain required third party consents, and this Section 6.2(a) shall cause its Subsidiaries tonot apply to those agreements, furnish promptly referred to Parent such other information concerning the business and properties of on Schedule 6.2(a), which may not be disclosed by the Company and its Subsidiaries as Parent may reasonably request from time without the prior consent of third parties. The Company shall use commercially reasonable, good faith efforts to timeobtain each such consent prior to the Effective Time. Neither Nothing in this Section 6.2(a) shall require the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize result in the protection loss of any attorney-client privilege or contravene any Lawprivilege. No investigation The parties hereto shall affect make appropriate substitute disclosure arrangements under circumstances in which the Company’s representations, warranties, covenants, or agreements contained herein. (b) restrictions of the preceding sentence apply. The Company and Parent and will remain subject to the Company shall comply with, and shall cause their respective Representatives to comply with, all terms of their respective obligations under the Confidentiality Agreementmutual nondisclosure agreement, dated October 1817, 2019, between Parent and Company 2002 (the “Confidentiality Agreement”), which . (b) No investigation pursuant to this Section 6.2 shall survive the termination of limit or modify in any way or affect any representation or warranty in this Agreement in accordance with of any party hereto or any condition to the terms set forth thereinobligations of the parties hereto.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the Company shall, and shall cause 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 to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (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 October 18June 23, 20192017, between Parent and the Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its Subsidiaries to, afford (i) provide to Parent and Parent’s its Representatives reasonable access, 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, upon prior notice to the officers, employees, accountants, agents, properties, offices, books and other facilities and to all books, records, contracts, and other assets records of the Company and its Subsidiaries, Subsidiaries and the Company shall, and shall cause its Subsidiaries to, (ii) furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to timerequest. Neither Nothing herein shall require the Company nor or any of its Subsidiaries shall be required to provide access to or disclose information where to the extent such access or disclosure would jeopardize the protection be reasonably likely to (A) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or contravene (B) violate any applicable Law or any confidentiality obligation of such party. In the event that the Company does not provide access or information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such access or information and the Company shall use its reasonable best efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law. No investigation shall affect the Company’s representations, warranties, covenants, Contract or agreements contained hereinobligation or risk waiver of such privilege. (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 October 18March 22, 2019, between Parent and Company 2011 (the “Confidentiality Agreement”), which shall survive between Parent and the termination of Company with respect to the information disclosed under this Section 5.3. (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 or any of its Subsidiaries without the prior written consent of the Company in accordance with the terms set forth thereinits sole discretion.

Access to Information; Confidentiality. (a) Upon reasonable prior notice The Company shall allow Acquirers Representative and subject to applicable Laws relating to the exchange of information, 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, the Company shall, its agents and shall cause its Subsidiaries to, afford to Parent and Parent’s Representatives reasonable access, advisors 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, following prior coordination to the officersfiles, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contractstechnology, Contracts, personnel and other assets offices of the Company, including any and all information relating to the Company’s taxes, Contracts, Liabilities, financial condition (including internal financial statements) and real, personal and intangible property, subject to the terms of the Non-Disclosure Agreement between the Seller and Pure dated September 2021 (the “NDA”). The Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries toaccountants and other Company representative to cooperate with the Acquirers Representative in making available all financial information reasonably requested by Acquirers Representative and its agents and advisors, furnish promptly including the right to Parent examine all working papers pertaining to all financial statements prepared or audited by such other accountants. No information concerning or knowledge obtained by Acquirers Representative during the business and properties pendency of the Company and its Subsidiaries as Parent may reasonably request from time Transactions in any investigation pursuant to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation this Section 5.8 shall affect the Company’s representationsor be deemed to modify any representation, warrantieswarranty, covenantscovenant, agreement, obligation or agreements contained condition set forth herein. (b) Parent and the Company shall comply withSeller shall, and shall use its commercially reasonable efforts to cause their respective Representatives its Affiliates and representatives to, keep confidential and not disclose to comply withany other Person, any Confidential Information (as defined in the NDA). ▇▇▇▇▇▇ agrees that promptly after the Closing, it shall destroy all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent Company confidential information and Company (Intellectual Property in Seller’s possession and control, in whatever form or medium. If the “Confidentiality Agreement”)Acquirers Representative requests, which Seller shall survive the termination of this Agreement in accordance with the terms set forth thereinpromptly provide written confirmation and certification that Seller has returned or destroyed all such materials.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its the Company Subsidiaries toand the officers, directors, employees and agents of the Company and the Company Subsidiaries to afford to the officers, employees and agents of Parent and Parent’s Representatives Merger Sub reasonable access, access at all reasonable times from the date hereof through the Effective Time to the Company’s and the Company Subsidiaries’ officers, employees, agents, properties, facilities, books, records, Contracts and other assets and shall furnish Parent and Merger Sub all ongoing financial, operating and other data and information prepared by the Company or the Company Subsidiaries in a manner the ordinary course of business consistent with past practice as shall not unreasonably Parent and Merger Sub through their officers, employees or agents, may reasonably request; provided, however, that the Company may limit the foregoing access to its non-executive management employees, agents, properties and facilities to the extent that such access or investigation would, in the discretion of the Company’s chief executive officer, interfere with the business or respective businesses and operations of the Company or any Subsidiary thereof, of the Company Subsidiaries. (b) All access and investigation pursuant to this Section 5.7 shall be coordinated through the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets chief executive officer of the Company and its Subsidiaries, and the Company shall, shall occur only upon reasonable notice and shall cause its Subsidiaries to, furnish promptly be conducted at Parent’s expense and in such a manner as not to Parent such other information concerning interfere with the normal operations of the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither or any of the Company nor any of its Subsidiaries shall be required to provide access to Subsidiaries. (c) No additional investigations or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law. No investigation disclosures shall affect the Company’s representations, warranties, covenantsrepresentations and warranties contained herein, or agreements contained hereinlimit or otherwise affect the remedies available to Parent and Merger Sub pursuant to this Agreement. (bd) The provisions of the Non-Disclosure Agreement, dated June 21, 2007 between 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 October 18, 2019, between Parent and Company (the “Confidentiality the“Company Non-Disclosure Agreement”), which ) shall survive the termination of this Agreement remain in full force and effect in accordance with the terms set forth thereinits terms.

Access to Information; Confidentiality. (a) Upon The Company shall: (i) cooperate with all reasonable prior notice requests of Parent, Parent’s counsel and subject McGladrey in connection with the consummation of the transactions contemplated hereby and (ii) execute and deliver such other instruments and take such other actions as may be reasonably requested by Parent or the managing underwriters of the IPO in order to applicable Laws relating to carry out the exchange of information, from the date intent of this Agreement until and to close the earlier to occur IPO including, without limitation, the execution and delivery of customary director and officer questionnaires, S-1 questionnaires and lock-up agreements. In furtherance, and not in limitation of the Effective Time or foregoing, upon the termination reasonable request of this Agreement in accordance with the terms set forth in ARTICLE VIIParent, the Company shallshall permit representatives of Parent, the managing underwriter of the IPO and shall cause its Subsidiaries torepresentative of such managing underwriter to have reasonable access (at all reasonable times, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner so as shall not unreasonably to interfere with the normal business or operations of the Company or any Subsidiary thereofCompany), subject to compliance with applicable law (including but not limited to antitrust law) and the execution and delivery to Parent by such underwriter of confidentiality agreements, to the officers, employees, accountants, agentsall premises, properties, officesfinancial, tax and other facilities and to all books, recordsaccounting records (including the work papers of the Company’s independent accountants), contracts, other records and other assets of the Company and its Subsidiariesdocuments, and the Company shallpersonnel, and shall cause its Subsidiaries to, furnish promptly of or pertaining to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any of its Subsidiaries shall be 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. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Any information obtained by the Company from Parent or Merger Sub with respect to Parent, Merger Sub, or the IPO and any information obtained by Parent or Merger Sub or their representatives from the Company shall comply withbe subject, to the extent applicable, to the terms and shall cause their respective Representatives to comply with, all conditions of their respective obligations under the Confidentiality Agreementthat certain letter agreement, dated October 18March 25, 20192010 and executed by the Company as of April 6, between Parent and Company 2010 (the “Confidentiality Agreement”), which shall survive by and between Parent and the termination Company regarding the confidential treatment of this Agreement in accordance with certain information, the terms set forth thereinof which are incorporated herein by reference.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject Access to applicable Laws relating to the exchange of information, from Information. 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, each of Parent and the Company shall, and shall cause its their respective Subsidiaries (if any) to, afford to Parent the other and Parent’s their respective Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of Parent, the Company or any Subsidiary thereofof their respective Subsidiaries (if any), to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of Parent, the Company and its Subsidiariestheir respective Subsidiaries (if any). Further, each of Parent and the Company shall, and shall cause its their respective Subsidiaries (if any) to, furnish promptly to the Company or Parent such other information concerning the business and properties of Parent, the Company and its their respective Subsidiaries (if any) as the other of the Company or Parent may reasonably request from time to time. Neither None of Parent, the Company nor any of its their respective Subsidiaries (if any) shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any LawLaw (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, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to the Company, Parent or Merger Sub pursuant to this Agreement. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon reasonable prior notice and subject to applicable Laws relating to the exchange of information, 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, the The Company shall, and shall cause its Subsidiaries Fremont Insurance to, afford to Parent and Parent’s Representatives representatives reasonable accessaccess during normal business hours to all of the Company’s and Fremont Insurance’s properties, at reasonable times books and in a manner records, correspondence, Contracts and Representatives, and shall furnish promptly to Parent all other information concerning its and Fremont Insurance’s business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, the Company and Fremont Insurance shall not be obligated to disclose any information that, in the reasonable judgment of the Company, would result in the loss of attorney-client privilege with respect to such information; provided that the Company shall use its commercially reasonable efforts to develop an alternative to providing such information and/or enter into a joint defense agreement if doing so would reasonably permit the disclosure of such information without jeopardizing such attorney-client privilege. Parent shall schedule and coordinate all inspections with the Company and shall give the Company at least twenty-four (24) hours prior written notice thereof, setting forth the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection, and no such inspection shall unreasonably disrupt or interfere with the business or operations of the Company or any Subsidiary thereof, Fremont Insurance. The information provided shall be subject to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets terms of the Confidentiality Agreement. The Company and its Subsidiariesshall forward to Parent, and the Company shallsolely for informational purposes, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties a copy of the Company and its Subsidiaries as Parent may reasonably request from time to time. Neither the Company nor any opinion of its Subsidiaries shall be 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. No investigation shall affect ▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation referenced in Section 3.22 hereof promptly following the Company’s representations, warranties, covenants, or agreements contained hereinreceipt thereof. (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 October 18, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.

Access to Information; Confidentiality. (a) Upon The Company shall, and shall cause each of its Subsidiaries to, afford to Parent, Merger Sub and their respective Representatives reasonable access during normal business hours, during the period prior notice and subject to applicable Laws relating to the exchange earlier of information, from the date of this Agreement until the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with its terms, to such information, properties and personnel regarding the terms set forth Company as shall be reasonably necessary for Parent or Merger Sub to fulfill their respective obligations pursuant to this Agreement, to confirm that the representations and warranties of the Company contained herein are true and correct, to confirm that the covenants of the Company contained herein have been performed in ARTICLE VIIall material respects and to enable Parent, subject to applicable Law, to conduct integration planning in connection with, and in preparation for, the Merger, and, during such period, the Company shall, and shall cause each of 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, also furnish promptly to Parent Parent: (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (b) all other information concerning the business its business, properties and properties of the Company and its Subsidiaries personnel as Parent or Merger Sub may reasonably request from time to time. Neither (including Tax Returns filed); provided, however, that the foregoing shall not require the Company nor to disclose any of its Subsidiaries information to the extent such disclosure would contravene applicable Law. All such information shall be required to provide access to or disclose information where such access or disclosure would jeopardize held confidential in accordance with the protection terms of attorney-client privilege or contravene any Law. No investigation shall affect the Company’s representations, warranties, covenants, or agreements contained herein. (b) Confidentiality Agreement between Parent and the Company shall comply withdated as of October 31, and shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, dated October 18, 2019, between Parent and Company 2010 (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in accordance with the terms set forth therein.. No investigation pursuant to this

Access to Information; Confidentiality. (a) Upon The Company shall afford to Parent, and to Parent's officers, employees, accountants, counsel, consultants, financial advisors and other Representatives, reasonable access during normal business hours during the period prior notice and subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with to all of its and its Subsidiaries' properties, books and records and to those employees of the terms set forth in ARTICLE VIICompany to whom Parent reasonably requests access, and, during such period, the Company shallshall furnish, and shall cause its Subsidiaries toas promptly as practicable, 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 information concerning its and its Subsidiaries' business, properties and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries personnel as Parent may reasonably request from time (it being agreed, however, that the foregoing shall not permit Parent or any such Representatives to timeconduct any soil or groundwater or other invasive environmental testing or sampling without the Company's consent). Neither Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of attorney-client privilege of the Company or any of its Subsidiaries or contravene any LawLaw or any Contract to which the Company or any of its Subsidiaries is a party. No investigation shall affect Except for disclosures expressly permitted by the Company’s representationsterms of the confidentiality letter agreement dated as of March 30, warranties2007, covenants, or agreements contained herein. (b) between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall comply withhold, and shall cause their respective its officers, employees, accountants, counsel, consultants, financial advisors and other Representatives to comply withhold, all of their respective obligations under information received from the Confidentiality AgreementCompany or its Representatives, dated October 18directly or indirectly, 2019, between Parent and Company (the “Confidentiality Agreement”), which shall survive the termination of this Agreement in confidence in accordance with the terms set forth thereinConfidentiality Agreement.