On May 4, 2018, Gebr. Knauf KG and USG Corporation entered into a confidentiality agreement pursuant to which the Company agreed to provide certain non-public information to Gebr. Knauf. Gebr. Knauf stated that the confidentiality agreement has a term of 2 years and contains, among other things, certain standstill provisions that apply to Gebr. Knauf and certain of its representatives acting on its behalf. Gebr. Knauf also stated that the standstill provisions, which terminate on August 31, 2018, prohibit Gebr. Knauf from, among other things, (i) acquiring voting securities of the Company in excess of the amount currently beneficially owned by Gebr. Knauf, (ii) proposing or publicly announcing a proposal for any acquisition transaction or other business combination relating to all or part of the Company or all or substantially all of the assets of the Company, (iii) making any solicitation of proxies to vote, or seeking to advise or influence any person or entity with respect to the voting of, any voting securities of the Company, (iv) forming, joining or participating in any group with respect to any voting securities of the Company, (v) seeking or proposing, alone or in concert with others, to influence or control the management or policies of the Company, and (vi) advising or acting as a financing source with respect to any of the foregoing actions.