This Agreement shall be treated as confidential and is being provided to Purchaser and the Seller solely in connection with the transactions contemplated under the Acquisition Agreement. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Purchaser or the Seller or their respective Affiliates, except with the prior written consent of Purchaser and the Investor in each instance; provided , that no such written consent is required for any disclosure of the existence of this Agreement to (a) the extent required by applicable Law or by rules of any national securities exchange applicable to the Seller ( provided , that Purchaser or the Seller, as applicable, will provide the Investor an opportunity to review and comment upon such proposed disclosure in advance of such disclosure being made) or (b) representatives of either Purchaser or the Seller who need to know of the existence of this Agreement in connection with the transactions contemplated hereby.