Confidentiality

55 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Confidentiality

   Except to the extent required by applicable Law, Stockholder shall hold any information regarding this Agreement, the Asset Purchase Agreement, the Asset Sale and the Dissolution in strict confidence and shall not divulge any such information to any third person until the Company has publicly disclosed its entry into the Asset Purchase Agreement and this Agreement; provided , however , that Stockholder may disclose such information (a) to its attorneys, accountants, consultants, trustees, beneficiaries and other representatives (provided such representatives are subject to confidentiality obligations at least as restrictive as those contained herein), and (b) to any Affiliate, partner, parent or subsidiary of Stockholder in 5 TABLE OF CONTENTS the ordinary course of business, provided in each case that Stockholder informs the Person receiving the information that such information is confidential and such Person is subject to confidentiality obligations at least as restrictive as those set forth herein. Neither Stockholder nor any of its Affiliates (other than the Company, whose actions shall be governed by the Asset Purchase Agreement), shall issue or cause the publication of any press release or other public announcement with respect to this Agreement, the Asset Sale, the Dissolution, the Asset Purchase Agreement or the other transactions contemplated hereby or thereby without the prior written consent of the Company and Purchaser, except as may be required by applicable Law in which circumstance such announcing party shall make reasonable efforts to consult with the Company and Purchaser to the extent practicable

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

2. 02

   Confidentiality

   Purchaser acknowledges that the information provided to it regarding the Sellers is confidential and non-public. Purchaser agrees that all of the information will be kept in confidence and will be neither used to its personal benefit nor disclosed to any third party, but this obligation does not apply to any such information that (a) is part of public knowledge on the date of this Agreement, (b) becomes a part of public knowledge by means other than a breach of this provision, or (c) is received from a third party who did not disclose such information in violation of any obligation of confidentiality he, she or it may have to Sellers. 12. Additional Obligors . HTO Holdings, Hemptown Organics, and Hemptown USA agree to be bound jointly and severally by all of the terms and conditions hereunder, including but not limited to the obligation to pay any and all amounts due and owing Sellers under paragraph 4 herein. 8 – FIRST AMENDED FORBEARANCE AGREEMENT IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. SELLERS: KIRKMAN GROUP, INC. By: /s/ David K. Humphrey Name: David K. Humphrey Title: President KIRKMAN LABORATORIES, INC. By: /s/ David K. Humphrey Name: David K. Humphrey Title: President KIRKMAN GROUP INTERNATIONAL, INC. By: /s/ David K. Humphrey Name: David K. Humphrey Title: President SELLERS’ OWNER: DAVID K. HUMPHREY By: /s/ David K. Humphrey 9 – FIRST AMENDED FORBEARANCE AGREEMENT SELLERS’ AGENT: DAVID K. HUMPHREY By: /s/ David K. Humphrey PURCHASER: HTO NEVADA INC. By: Name: Eric Gripentrog Title: Chief Executive Officer HTO HOLDINGS: HTO HOLDINGS INC. By: Name: Eric Gripentrog Title: Chief Executive Officer HEMPTOWN ORGANICS CORP. : HEMPTOWN ORGANICS CORP. By: Name: Title: HEMPTOWN USA, LLC: HEMPTOWN USA, LLC By: Name: Title: 10 – FIRST AMENDED FORBEARANCE AGREEMENT

   Functional Brands Inc. (CIK 0001837254) · filed 2023-08-17 · read the filing · this wording recurs in 3 agreements we hold

3. 03

   Purchaser Confidentiality

   Before the Closing, the Purchaser shall, and shall cause its officers, accountants, counsel, and other authorized representatives and affiliated parties, to hold in strict confidence and not use or disclose to any third party without the prior written consent of the Seller, the Special Shareholder, and/or the Shareholder (as applicable), all information obtained from the Seller, the Special Shareholder, and/or the Shareholder in connection with the transactions contemplated hereby, except such information may be used or disclosed: (a) when required by any regulatory authorities or governmental agencies; (b) if required by court order or decree or applicable law; (c) if it is publicly-available other than as a result of a breach of this Agreement or any other confidentiality agreement entered into with respect to any information of the Seller; (d) if it is otherwise contemplated herein; or, (e) with the express, written permission of the Seller, the Special Shareholder, and/or the Shareholder (as applicable)

   AMERINST INSURANCE GROUP LTD (CIK 0001065201) · filed 2023-06-21 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Confidentiality

   (a) Except as otherwise provided herein, in any Ancillary Agreement, or in any Contract (as such Contract may be amended or modified from time to time) between a Party or its Subsidiaries, on the one hand, and their respective employees, on the other hand, each of Cyclerion, Buyer and Buyer Parent shall hold, and shall cause the other members of their respective Groups and their respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Cyclerion’s Confidential Information pursuant to policies and procedures in effect as of the Closing, and not disclose or release, or permit to be disclosed or released, all Confidential Information of the other Party that is either in the first Party’s possession (including Confidential Information in its possession prior to the Closing) or furnished by the other Party or any member of its Group or their respective Representatives at any time pursuant to this Agreement or any Ancillary Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder or under any Ancillary Agreement. If any Confidential Information is disclosed to any member of the other Party’s Group in connection with providing services to any member of such first Party’s Group under this Agreement or any Ancillary Agreement, then such disclosed Confidential Information shall be used by the applicable member of such other Party’s Group only as required to provide such services. (b) Notwithstanding anything the contrary in this Section 10.4 , each Party may disclose, or may permit disclosure of, the other Party’s Confidential Information: (i) to its Representatives who have a need to know such information for non-commercial purposes and are informed of the obligation to hold such information confidential and in respect of whose failure to comply with such obligations, the first Party will be responsible or (ii) if any Party or any other member of its Group is required or requested to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule or is advised by outside counsel in connection with an Action brought by a Governmental Entity that it is advisable to do so. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential […]

   Cyclerion Therapeutics, Inc. (CYCN) (CIK 0001755237) · filed 2023-06-09 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Confidentiality

   (a) Buyer and Seller agree that the Confidentiality Agreement shall, as of the Closing Date, terminate solely with respect to “Confidential Information” ​(as defined in the Confidentiality Agreement) included in the Purchased Assets or related to the Product, the Business or the Assumed Liabilities. (b) From and after the Closing Date, Seller shall, and shall cause its Affiliates and Representatives to, keep confidential and not disclose to any Person (except those Persons to whom such disclosure is necessary in connection with a Seller Permitted Purpose and who are advised of the confidential nature of Buyer Confidential Information and directed to comply with the confidentiality and non-use obligations under this Section 7.10(b) ), or use, any Buyer Confidential Information, except as required to (i) perform Seller’s or its Affiliates’ obligations or exercise or enforce its or their rights and remedies under this Agreement or any other Transaction Document or (ii) comply with applicable Law or Seller’s or its Affiliates’ respective regulatory, Tax or financial reporting requirements (each of (i) and (ii), a “ Seller A-44 TABLE OF CONTENTS ​ Permitted Purpose ”). Seller shall treat and shall cause its Affiliates and Representatives to treat, Buyer Confidential Information as confidential, using the same degree of care as Seller normally employs to safeguard its own confidential information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. Seller shall be responsible for any use or disclosure of Buyer Confidential Information by any of its Affiliates or Representatives that would breach this Section 7.10(b) if such Affiliate or Representative was a party hereto. As used herein, the term “ Buyer Confidential Information ” means (1) all information, knowledge and data of Seller or its Affiliates primarily related to the Business, the Purchased Assets, the Product or the Assumed Liabilities, (2) all information, knowledge and data provided by Buyer or any of its Affiliates to Seller or any of its Affiliates or its Representatives in connection with the transactions contemplated by this Agreement other than any information contemplated by clause (1), and (3) all analyses, compilations, forecasts, studies, interpretations, summaries, notes, data and other documents and materials (in any form or medium of communication, wh […]

   Coherus BioSciences, Inc. (CHRS) (CIK 0001512762) · filed 2025-01-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Confidentiality

   Each of the parties hereto shall, and shall cause its Affiliates to, keep confidential the terms of this Agreement and the Ancillary Documents, and the negotiations relating hereto and thereto and all documents and information obtained by such party from the other party in connection with the transactions contemplated hereby and thereby, except (a) to the extent this Agreement or any Ancillary Document, and such negotiations, need to be disclosed to obtain approval of any regulatory authority or such party’s equity holders, (b) for disclosures made in accordance with the terms of this Agreement, (c) to the extent required by applicable Law, regulations or SEC requirements, or (d) in connection with any financings arranged by the Buyer or the Seller. A-28 TABLE OF CONTENTS ​ ​ ​ ​ ​ Section 6.15 Information Statement . Seller shall use its reasonable best efforts to prepare and shall cause to be filed with the SEC as promptly as practicable following the date of this Agreement a preliminary information statement on Schedule 14C (together with any amendments thereof or supplements thereto, the “ Preliminary Information Statement ”) disclosing that a majority of Seller’s stockholders has, by written consent in lieu of a meeting, adopted and approved this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby. Seller shall include in the Preliminary Information Statement the text of this Agreement and each Ancillary Document, and shall use all commercially reasonable efforts to respond as promptly as practicable to any comments by the SEC staff in respect of the Preliminary Information Statement. Seller shall share any such comments by the SEC staff with Buyer promptly upon receipt and, in any case, prior to responding to such comments, and shall also share its proposed responses to such comments with Buyer in advance of submitting them to the SEC Staff. Seller shall in good faith consider any comments on any such proposed response provided by Buyer. Seller shall file a definitive information statement on Schedule 14C (together with any amendments thereof or supplements thereto, the “ Definitive Information Statement ”) as soon as it is reasonably practicable to do so in compliance with the Exchange Act and shall distribute the same to Seller’s stockholders in compliance with the Exchange Act. None of the information included in […]

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Confidentiality

   From and after the Effective Date, each party to this Agreement shall, and shall cause its Affiliates (as defined in the Asset Purchase Agreement) and its or their respective representatives and agents, to hold, in confidence any and all information, whether written or oral, concerning the transactions contemplated under this Agreement, except (i) the disclosure that a transaction is occurring, but not any specific deal or economic terms, and (ii) to the extent that party can show that such information (a) is generally available to and known by the public through no fault of the disclosing party, any of its Affiliates or its or their respective representatives and agents; or (b) is lawfully acquired by the disclosing party, any of its Affiliates or its or their respective representatives and agents from and after the Effective Date from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any party or any of its Affiliates or their respective representatives and agents are compelled to disclose any information by judicial or administrative process or by other requirements of Law (as defined in the Asset Purchase Agreement), such party shall promptly notify the other party in writing and shall disclose only that portion of such information which such disclosing party is advised by its counsel in writing is legally required to be disclosed, provided that such disclosing party shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. 23 14.17 Risk of Loss . All risk of loss, damage or destruction of the Subject Property or any Improvement thereon by fire, act of God or other casualty prior to the Closing shall be on Seller. Seller agrees to maintain existing fire and extended insurance coverage on the Improvements to and through the date of the Closing. If the Improvements are damaged by fire, act of God, or other casualty before the Closing and the same can be restored to substantially the same condition as now existing within a period of sixty (60) days following the Closing Date set forth herein, Seller may restore the Improvements (at Seller’s expense) and the Closing shall be extended accordingly. If Seller elects not to restore the Improvements within said period, Purchaser […]

   LMP Automotive Holdings, Inc. (CIK 0001731727) · filed 2022-08-10 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Confidentiality

   Seller agrees that following the Closing Date it shall hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other Laws (and then only following reasonable prior written notice to Purchaser, to the extent practicable, so that Purchaser shall have an opportunity to object (and Seller shall reasonably cooperate with Purchaser in objecting to any such compulsion)), all confidential information of Purchaser or the Acquired Assets to which they had access prior to the Closing and will not release or disclose such confidential information to any other Person, except to their auditors, attorneys, financial advisors and other consultants, agents and advisors who need to know such information in connection with Seller’s business (provided that Seller takes reasonable steps to ensure that each such Person maintain the confidentiality required hereunder); provided that the foregoing obligations shall not apply to any such information which comes into the public domain through no fault of Seller, or of any Person to whom Seller is authorized to release or disclose such information, or any information that the recipient of such information independently develops or discovers after the Closing without reference to the disclosed information or breach hereof

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Confidentiality

   The Parties shall maintain as strictly confidential any and all non-public material obtained about Purchaser and Seller and Purchaser’s intended use, operation, development, and other purposes for the Property and the Business, and shall not disclose any economics or non-public information about the transactions contemplated in this Agreement or the Stock Purchase Agreement to any third-parties, except for disclosures required by court order or subpoena or in connection with any litigation or other dispute resolution proceedings between the Parties. In the event that the Closing does not occur in accordance with the terms of this Agreement, all Parties shall return any documents, materials, or information regarding the Property supplied in accordance with this Agreement. Any Parties in breach of this Section 9.9 agree to indemnify, defend, protect, and hold harmless those non-breaching Parties from and against any and all claims arising out of any breach of this Section 9.9 . This Section 9.9 shall survive the Closing or any termination of this Agreement

   POLARITYTE, INC. (RGTPQ) (CIK 0001076682) · filed 2022-04-18 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Confidentiality and Assignment of Proprietary Rights

    Except as set forth in Schedule 3.14.12 , all current and former employees and consultants of the Sellers whose duties or responsibilities involved development of Intellectual Property Rights for exploitation by the Sellers in the Business (“ Development Personnel ”) have entered into confidentiality, intellectual property assignment and proprietary information agreements with and in favor of the Sellers in the form provided by the Sellers to the Purchaser (each as “CPIA” ), each of which CPIAs assigns to the relevant Seller all right, title and interest in and to all Intellectual Property Rights developed by such employee or consultant in the course of such employee’s or consultant’s employment or engagement with such Seller. Each Seller has taken commercially reasonable actions to maintain and protect the Owned IP and to protect the confidential information and trade secrets of others provided in confidence to such Seller

    American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

11. 11

    Confidentiality

    No information concerning an arbitration, beyond the names of the parties and the relief requested, may be unilaterally disclosed to a Third Party by any Party unless required by applicable Law. Any documentary or other evidence given by a Party or witness in the arbitration shall be treated as confidential by any Party whose access to such evidence arises exclusively as a result of its participation in the arbitration, and shall not be disclosed to any Third Party (other than a witness or expert), except as may be required by Applicable Law

    IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 2 agreements we hold

12. 12

    Confidentiality

    Buyer agrees that all of the terms, conditions and other provisions of this Agreement and all surveys, reports and the like, including, without limitation, environmental reports, submitted to Buyer in the course of the inspections and evaluations of the Property shall be held in strict confidence. This Section 8.11 shall survive the termination of this Agreement and shall survive the Closing of the transactions contemplated herein

    Benson Hill, Inc. (BHIL, BHILW) (CIK 0001830210) · filed 2023-01-04 · read the filing · this wording recurs in 2 agreements we hold