premise: The term “Representatives” includes, without limitation, FLIR Systems, Inc.’s affiliates and its and their respective directors, officers, employees, advisors, agents, representatives, financial institutions providing or underwriting solely debt financing or “controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 Act”)); provided, that, should you provide Evaluation Material to any such financial institution seeking to arrange debt financing, you shall promptly provide written notice to the Company as to the identity of any such financial institution.  The Company is being advised by Stone Key Partners LLC and the Stone Key Securities division of Hudson Partners Securities LLC (together, “Stone Key”). Use of Evaluation Materials You and your Representatives  (i) will use the Evaluation Material solely for the purpose of evaluating a possible Transaction with the Company involving you or your affiliates and  (ii) will keep the Evaluation Material strictly confidential and (except as required by applicable law, regulation or legal process, and only after compliance with the paragraph titled “Compelled Disclosure” below) will not, without the Company’s prior written consent, disclose any information in the Evaluation Material to any person, except that the Evaluation Material (or portions thereof) may be disclosed to those of your Representatives who need to know such information solely for the purpose of evaluating a possible Transaction with the Company (it being understood that prior to such disclosure your Representatives will be informed of the confidential nature of the Evaluation Material, will be provided with a copy of this Agreement and will agree to be bound by the terms hereof). 