Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the substantial expenditures of time and resources that Halcyon will undertake in reliance hereon, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings ascribed to them below: 1

August 4, 2023), unless this Agreement is earlier terminated in accordance with Section 6 hereof, in which case the Exclusivity Period shall end upon the effective date of such termination

Without limiting the generality of the foregoing: (a) Halcyon's Representatives shall include, among others: Calderwood & Harkness LLP (including Oliver Mackenzie, Harrison Wexford, Derek Okonkwo, Tiffany Rosenthal, and Howard Bellamy), Ridgeline Partners LLC (including Nathaniel Cross and Priya Narayanan), Thornbury Wight LLP (including Gavin Ashmore), and such other advisors as Halcyon may engage from time to time in connection with the Proposed Transaction; and (b) Vectris's Representatives shall include, among others: Whitfield, Prager & Loomis LLP (including Catherine Whitfield and Douglas Prager), Clearwater Zanthor & Co

During the Exclusivity Period, Vectris shall negotiate exclusively with Halcyon (and its Representatives) regarding the Proposed Transaction

Vectris shall populate the Data Room with documents, records, and information reasonably requested by Halcyon and its Representatives, and shall use commercially reasonable efforts to respond to supplemental document requests in a timely manner throughout the Exclusivity Period

During any such site visits, Halcyon and its Representatives shall comply with all applicable laws, regulations, and Vectris's safety, security, and workplace policies