Extract to table

Each executed counterpart shall constitute a separate, binding agreement between Buyer and the applicable Restricted Party

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement

3 "Closing" shall have the meaning ascribed to such term in the Purchase Agreement

Notwithstanding the foregoing, "Confidential Information" shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of this Agreement or any other confidentiality obligation owed to the Company, Buyer, or their Affiliates by the Restricted Party or any Person acting on the Restricted Party's behalf; (ii) was available to the Restricted Party on a non-confidential basis from a source other than the Company, Buyer, or their Affiliates, provided that such source was not bound by a confidentiality agreement with or other contractual, fiduciary, or legal obligation of confidentiality to the Company, Buyer, or any of their Affiliates with respect to such information; (iii) is independently developed by the Restricted Party without reference to or use of any Confidential Information; or (iv) is required to be disclosed by applicable law, regulation, legal process, or order of a court or governmental authority of competent jurisdiction, provided that the Restricted Party shall, to the extent legally permitted, provide Buyer with prompt written notice of such requirement prior to any such disclosure so as to enable Buyer to seek a protective order or other appropriate remedy, and the Restricted Party shall cooperate with Buyer in connection therewith and shall disclose only such portion of the Confidential Information as is legally required to be disclosed

7 "Effective Date" means the date first written above, which shall be the Closing Date under the Purchase Agreement