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Confidentiality Promises

GreetingsYard Team agrees that the Content (a) will be kept confidential by GreetingsYard Team (including, without limitation, legal counsel, accountants, and financial advisors) of GreetingsYard Team and (b) without limiting the foregoing, will not be disclosed by GreetingsYard Team or GreetingsYard Team’s Representatives to any Person. It is understood that GreetingsYard Team may disclose Content to only those of GreetingsYard Team’s Representatives who (a) require such material for the purpose of evaluating the Content and a possible Transaction and (b) are informed by GreetingsYard Team of the confidential nature of the Content and the obligations of this Agreement. GreetingsYard Team further agrees that GreetingsYard Team and GreetingsYard Team’s Representatives will not use any of the Content either for any reason or purpose other than to evaluate and to negotiate a possible Transaction.

Except as expressly permitted in above mentioned conditions and except as expressly permitted by a definitive agreement with respect to the Transaction, if any, entered into between GreetingsYard Team and the applicable Lister, neither GreetingsYard Team nor its Representatives will disclose to any Person the Content, the fact that the Content has been disclosed to GreetingsYard Team or GreetingsYard Team’s Representatives or that GreetingsYard Team or GreetingsYard Team’s Representatives have inspected any portion of the Content or that any discussions or negotiations are taking place concerning the Transaction, provided, however, GreetingsYard Team and its Representatives may make such a disclosure if, and solely to the extent that, Company or such Lister has already done so or GreetingsYard Team has received the written opinion of its outside counsel that such a disclosure must be made by GreetingsYard Team in order that it not commit a violation of law, and further provided, GreetingsYard Team and its representatives shall consult with Company and such Lister, to the extent reasonably practicable, before making any such disclosure, and any such permitted disclosure shall not affect or impair GreetingsYard Team’s obligations of confidentiality with respect to the Content. Without limiting the generality of the foregoing, GreetingsYard Team further agrees that, without the prior written consent of Company and such Lister, GreetingsYard Team will not, directly or indirectly, enter into any agreement, arrangement or understanding, or any discussions that might lead to such an agreement, arrangement or understanding, with any Person other than such Lister regarding a possible Transaction.

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