Common use of Confidentiality of Records Clause in Contracts

Confidentiality of Records. Each Investor agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information enters the public domain through no fault of such Investor, (b) such information is communicated to such Investor by a third party without breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company furnished to such Investor pursuant to Section 3.1 or Section 3.2 hereto (so long as such information is not in the public domain due to such Investor’s breach of this Agreement Section 3.3), except that such Investor may disclose such proprietary or otherwiseconfidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company and who have signed confidentiality agreements containing, or pursuant are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; (ii) to visitation any prospective purchaser of any Registrable Securities from such Investor, if the Board reasonably determines in advance of such disclosure that such prospective purchaser is not a Competitor and such prospective purchaser agrees to be bound by the provisions of this Section 3.3; (iii) to any Affiliate, partner, member, stockholder, wholly owned subsidiary, or inspection rights granted under this Agreementpotential partner, unless (a) member or stockholder of such Investor in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information, and provided further that such Person is not a Competitor, as determined by the Board; (iv) as may otherwise be required by law, provided that, if permitted by law, the Investor promptly notifies the Company in advance of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure; or (v) at such time as it enters the public domain through no fault of such Investor. For the avoidance of doubt and notwithstanding anything herein to the contrary, (by) such information is communicated to such so long as Fidelity and each Fidelity Investor by a third party without does not breach this Section 3.3, nothing contained in this Section 3.3 shall in any way restrict or impair the ability of any obligation Fidelity Investor to disclose confidential information to Fidelity (or vice versa), or restrict or impair the obligations of confidentiality such third party may have Fidelity to report the investment of its advisory clients (as Investors) in the Company in accordance with applicable laws and regulations or pre-existing internal policies, without any requirement of prior notice to the Company, and (cz) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as so long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of X. Xxxx Price and each X. Xxxx Price Investor does not breach this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees nothing contained in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor 3.3 shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict or impair the Investors from investing ability of any X. Xxxx Price Investor to disclose confidential information to X. Xxxx Price (or participating vice versa), or restrict or impair the obligations of X. Xxxx Price to report the investment of its advisory clients (as Investors) in the Company in accordance with applicable laws and regulations or pre-existing internal policies, without any particular enterprise, regardless requirement of whether such enterprise has products or services that compete with those of prior notice to the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or This Section 3.3 shall survive any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions termination of this Agreement.

Confidentiality of Records. Each Investor Holder agrees to use, and to use reasonable efforts to ensure that it shall its authorized representatives use, the same degree of care as such recipient uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant furnished to the financial statements, reports, and other materials submitted by the Company to such Investor it pursuant to this Agreement Section 3 and any other information identified as proprietary or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) confidential except such information enters that (i) was in the public domain prior to the time it was furnished to such recipient, (ii) is or becomes (through no fault of willful or improper action or inaction by such Investorrecipient) generally available to the public, (biii) was in its possession or known by such information is communicated recipient (as evidenced by written records) without restriction prior to receipt from the Company, (iv) was rightfully disclosed to such Investor recipient by a third party without breach restriction or (v) was independently developed (as evidenced by written records) without any use of any obligation of confidentiality such third party may have to the Company’s confidential information. Furthermore, nothing contained herein shall prevent any Holder or Permitted Disclosee (cas defined below) from (a) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Holder or Permitted Disclosee does not, except as permitted in accordance with this Section 3.4, disclose any proprietary or confidential information of the Company provides written consent to the disclosure of in connection with such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Companyactivities, or (eb) required by a valid order of a court or governmental body having jurisdiction or otherwise making any disclosures required by law, statutesrule, rules regulation or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary court or other authority; providedgovernmental order. Notwithstanding the foregoing, however, that an Investor any such Holder may disclose such proprietary or confidential information to any former, current or prospective partner, affiliated company, limited partner, general partner or management company of such Holder (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose or any employee or representative of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised any of the confidentiality provisions foregoing) (each of this Section 3.3the foregoing persons, (Ba “Permitted Disclosee”) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3or legal counsel, (C) for internal market, industry and investment analyses, accountants or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order representatives for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital Holder or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the CompanyPermitted Disclosee, so long as such activities do not result in Permitted Disclosees are subject to equivalent confidentiality obligations. Notwithstanding the foregoing confidentiality provisions, a violation Holder (and any of the confidentiality provisions Holder’s respective employees, representatives, or other agents) may disclose to any and all persons, without limitation of this any kind, the tax treatment and tax structure of the transaction contemplated by the Purchase Agreement and all materials of any kind (including opinions or other tax analyses) that are provided relating to such tax treatment and tax structure. In addition, at no time will a Holder be subject to any restriction concerning its consultation with its tax advisors regarding the tax treatment or tax structure of the transaction contemplated by the Purchase Agreement.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall any information furnished to such Investor that the Company identifies as being confidential or proprietary (so long as such information is not disclose or divulge any confidentialin the public domain), proprietary, or secret information which except that such Investor may obtain from the Company pursuant disclose such proprietary or confidential information (i) to the financial statementsany partner, reportsmember, subsidiary or parent of such Investor as long as such partner, member, subsidiary or parent is advised of and other materials submitted agrees or has agreed to be bound by the Company to confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information time as it enters the public domain through no fault of such Investor, ; (biii) such information that is communicated to such Investor by a third party without breach it free of any obligation of confidentiality such third party may have to the Company, confidentiality; (civ) the Company provides written consent to the disclosure of such information, (d) such information that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; (v) as required by applicable law, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (Avi) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, Investor’s attorneys, accountants, consultants, and other professionals for professionals, in connection with their services in connection with monitoring the purpose of evaluating its Investor’s investment in the Company as long as Company. Notwithstanding the foregoing, each Investor that is a limited partnership or limited liability company may disclose such attorneysproprietary or confidential information to any former partners or members who retained an economic interest in such Investor, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors current or Affiliates are advised prospective partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Investor (or any employee or representative of any of the foregoing) (each of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives for such Investor, provided in each case that the recipient of such information agrees to maintain the confidentiality provisions of such information and not to use such information for any purpose not permitted by this Section 3.3. Furthermore, nothing contained herein shall prevent any Investor or any Permitted Disclosee from (A) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor or Permitted Disclosee does not, except as permitted in accordance with this Section 3.3, disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (B) to making any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound disclosures required by the provisions of this Section 3.3law, (C) for internal marketrule, industry and investment analyses, regulation or (D) to any Affiliate of such Investor court or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementgovernmental order.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall any information furnished to such Investor hereof that the Company identifies as being confidential or proprietary (so long as such information is not disclose or divulge any confidentialin the public domain), proprietary, or secret information which except that such Investor may obtain from the Company pursuant disclose such proprietary or confidential information (i) to the financial statementsany partner, reportssubsidiary or parent of such Investor as long as such partner, subsidiary or parent is advised of and other materials submitted agrees or has agreed to be bound by the Company to confidentiality provisions of this Section 3.2 or comparable restrictions; (ii) at such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information time as it enters the public domain through no fault of such Investor, ; (biii) such information that is communicated to such Investor by a third party without breach it free of any obligation of confidentiality such third party may have to the Company, confidentiality; (civ) the Company provides written consent to the disclosure of such information, (d) such information that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by applicable law. Notwithstanding the foregoing, each Investor that is a limited partnership or limited liability company may disclose such proprietary or confidential information (1) to any current partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Investor or, to the extent required by the terms of the limited partnership or other organizational documents of such Investor, former partners or members who retained an economic interest in such Investor (or any employee or representative of any of the foregoing) and (2) to its directors, officers, partners, members, stockholders and employees who have a need to know such information (each of the foregoing persons, a “Permitted Disclosee”), or legal counsel or accountants for such Investor, in each case only to the extent that (ea) required such disclosure is reasonably necessary and (b) each such Permitted Disclosee is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.2 or comparable restrictions. Furthermore, nothing contained in this Section 3.2 shall prevent any Investor or any Permitted Disclosee from (A) entering into any business, entering into any agreement with a valid order of a court third party, or governmental body having jurisdiction investing in or otherwise required by law, statutes, rules or regulations or pursuant to engaging in investment discussions with any direction, request or requirement other company (whether or not having competitive with the force of law but if not having the force of law being of a type Company), provided that such Investor or Permitted Disclosee does not, except as expressly permitted in accordance with which institutional this Section 3.2, disclose or corporate investors in the relevant jurisdiction are accustomed to comply) otherwise make use of any self-regulating organization proprietary or confidential information of the Company in connection with such activities, or (B) making any governmentaldisclosures required by applicable securities exchange requirements, fiscallaw, monetary rule, regulation or court or other authoritygovernmental order. In the event a person or entity is reasonably determined by the Board to be a competitor of the Company, then notwithstanding the foregoing, such person or entity shall not be a Permitted Disclosee; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for that is a venture capital fund shall not be deemed a competitor of the purpose Company solely as a result of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementcompanies.

Confidentiality of Records. Each Investor agrees to use, and to use commercially reasonable efforts to ensure that it shall its authorized representatives use, the same degree of care as such Investor uses to protect its own confidential information (but in no event less than a reasonable degree of care) to keep confidential and shall any information furnished to it by or on behalf of the Company that the Company identifies as being confidential or proprietary (so long as such information is not disclose or divulge any confidentialin the public domain), proprietary, or secret information which except that such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to disclose such Investor pursuant to this Agreement proprietary or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless confidential information (a) to any partner, member, manager, subsidiary, parent, advisor or affiliate of such Investor to the extent necessary for the evaluation of its investment in the Company as long as such partner, member, manager, subsidiary, parent, advisor or affiliate is advised of, and agrees to be bound by, confidentiality provisions comparable to this Section 3.6 and (b) as required by law, rule, regulation or court or other governmental order. Company confidential information shall not include any information that (a) is in or enters the public domain through no fault of such Investor, (b) such information that is communicated to such Investor by a third party without breach free of any obligation of confidentiality such third party may have to the Companyconfidentiality, (c) is already in the possession of Investor at the time of disclosure by the Company provides written consent to the disclosure and free of such informationany other obligation of confidentiality, or (d) such information that is developed by such Investor or its agents independently of and without reference to any confidential information communicated by the Company. Notwithstanding any provision of this Agreement to the contrary, no Investor by reason of this Agreement shall have access to any trade secrets or classified information of the Company and the Company shall not be required to deliver or make available competitively sensitive information pursuant to Section 3.1 to any Investor whom the Company reasonably determines to be a competitor or an officer or employee of a competitor, nor shall the Company be obligated to disclose any information which the Board of the Company determines in good faith is attorney-client privileged and should not, therefore, be disclosed. The Company shall not be obligated to disclose details of contracts with, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by lawwork performed for, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, specific customers and other professionals for the purpose business partners where to do so would violate confidentiality obligations to those parties or would result in a conflict of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions interest. For purposes of this Section 3.33.6, the determination of whether (i) information constitutes a trade secret, classified information or competitively sensitive information, (Bii) to any prospective purchaser a person or entity constitutes a competitor, and (iii) whether a conflict of any Shares from such Investor as long as such prospective purchaser agrees in writing to interest exists, shall be bound made by the provisions vote of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain majority of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those disinterested members of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this AgreementBoard.

Confidentiality of Records. Each Holder, on behalf of itself and its managers, directors, officers, board and observer designees, employees, members of the investment committee of such Holder charged with evaluating and overseeing such Holder’s investment in the Company (the “Investment Committee”) and agents (collectively, the “Investor Parties”), agrees that from and after the date hereof it shall keep confidential and shall not disclose or divulge will hold in strict confidence any confidential, proprietary, or secret information which such Investor may obtain received from the Company pursuant to and its agents concerning the financial statementsbusiness and affairs of the Company and its subsidiaries, reports, and other materials submitted including confidential information received by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information enters the public domain through no fault of such Investor, (b) such information is communicated to such Investor by any subsidiary from a third party without breach of any obligation of (including an Investor) which information is subject to a confidentiality agreement between the Company or such subsidiary and such third party may have to (the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants“Confidential Information”), and other professionals to use such Confidential Information only for the purpose of (i) directing the operations of the Company, to the extent such Holder has nominated a designee or observer to the Board of Directors, (ii) evaluating its any additional investment in the Company and (iii) evaluating and managing the disposition of all or a portion of such Holder’s investment in the Company. Each Holder further agrees that it will only make available to its respective Investor Parties (including legal and accounting representatives) and, in the case of a potential disposition of all or a portion of such Holder’s investment in the Company, any potential transferees, such Confidential Information as long as is reasonably necessary for such attorneysHolder to evaluate and manage the investment. For purposes of clarity, advisorsno Holder designated director or observer shall disclose to any director, accountantsofficer, partnersor other employee of the Holder (other than to a director, officer or employee of such Holder employed in its venture business or serving on its Investment Committee), any Confidential Information of the Company or any of its subsidiaries, parentsincluding without limitation, officerstechnical information or business terms regarding any agreement or arrangement, employeesor the negotiation of a prospective agreement or arrangement, agentsbetween the Company or any subsidiary and any third party (including an Investor). Anything to the contrary contained herein notwithstanding, directors any Investor Party shall be permitted to disclose any Confidential Information as may be required by law or Affiliates are advised regulation or to comply with the requirements of (or to receive approvals from) any applicable governmental agency. Notwithstanding the confidentiality provisions foregoing, “Confidential Information” shall not include any information which: (i) is or becomes available to the public other than as a result of a disclosure in breach of this Section 3.33.3 by such Holder or any of its affiliates; (ii) was known to the Holder on a nonconfidential basis prior to its disclosure to the Holder by the Company; (iii) becomes available to such Holder on a nonconfidential basis from a source other than the Company or its agents, (B) to any prospective purchaser of any Shares from provided that such Investor as long as source is not known by such prospective purchaser agrees in writing Holder to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive confidentiality agreement with the Company’s ; or (iv) is independently developed by such Holder at any time, which development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated can be substantiated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementcompetent proof.

Confidentiality of Records. Each Investor agrees that it shall keep agrees, severally and not jointly, to use confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted provided by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information enters the public domain through no fault of such Investor, (b) such information is communicated to such Investor by a third party without breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals only for the purpose of evaluating monitoring its investment in the Company as long as and not to disclose any such attorneysconfidential information to any third party (other than any former, advisorscurrent or prospective partner, accountantslimited partner, partnersgeneral partner, subsidiaries, parents, officers, employees, agents, directors member or Affiliates are advised management company of such Investor (or any employee or representative of any of the confidentiality provisions of this Section 3.3foregoing (each, (Ba "Permitted Disclosee")) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3or legal counsel, (C) for internal market, industry and investment analyses, accountants or (D) to any Affiliate representatives of such Investor or to a partner or stockholder of such Purchaser; and providedPermitted Disclosee), further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give except with the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those consent of the Company. The Company and each Investor acknowledges and agrees foregoing requirements of confidentiality shall not apply to information: (i) that certain of the Investors is now or their Affiliates may presently have, or may engage in the future inbecomes freely available to the public through no fault of or action by the using or disclosing party; (ii) that is in the possession of the using or disclosing party prior to the time such information was obtained from the Company or that is independently acquired by the using or disclosing party without the aid, internal development programsapplication or use of such other information; (iii) that is obtained by the using or disclosing party in good faith without knowledge of any breach of a secrecy arrangement from a third party; (iv) that is required to be disclosed by applicable law or order of government agency or self-regulatory body; provided that, before making such disclosure, such Investor gives the Company an adequate opportunity to interpose an objection and/or take action to assure confidential handling of such information; or (v) that is disclosed in connection with any bona-fide offer to purchase any shares in the Company, provided that the proposed transferor obtains an undertaking from the proposed transferee to keep such information confidential in accordance with the provision of this Section 4.4 prior to such disclosure. Furthermore, nothing contained herein shall prevent any Investor from entering into any business, entering into any agreement with a third party, or may receive information from third parties that relates to, and may develop and commercialize products independently investing in or engaging in cooperation investment discussions with such third parties, that are similar to any other company (whether or that are directly or indirectly not competitive with the Company’s development programs), products provided that such Investor does not, except as permitted in accordance with this Section 4.4, disclose any proprietary or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those confidential information of the Company, so long as Company in connection with such activities do not result in a violation of the confidentiality provisions of this Agreementactivities.

Confidentiality of Records. Each Investor agrees that it shall such Investor will keep confidential and shall will not disclose or divulge any confidentialdisclose, proprietarydivulge, or secret use for any purpose (other than to monitor its investment in the Company) any confidential information which such Investor may obtain obtained from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to such Investor pursuant to terms of this Agreement or otherwise, or pursuant (including notice of the Company’s intention to visitation or inspection rights granted under this Agreementfile a registration statement), unless such confidential information (a) such information enters is known or becomes known to the public domain through no fault in general (other than as a result of a breach of this Section 3.3 by such Investor), (b) such information is communicated or has been independently developed or conceived by the Investor without use of or reference to such the Company’s confidential information, or (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such confidential information (Ai) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for to the purpose of evaluating extent necessary to obtain their services in connection with monitoring its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, Company; (Bii) to any prospective purchaser of any Shares Registrable Securities from such Investor as long as that is not a direct competitor of the Company, if such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, ; (C) for internal market, industry and investment analyses, or (Diii) to any Affiliate Affiliate, partner, member, stockholder, or wholly owned Subsidiary of such Investor or in the ordinary course of business, provided that such Investor informs such Person that such information is confidential and directs such Person to a partner or stockholder maintain the confidentiality of such Purchaserinformation; and provided(iv) as may otherwise be required by law or regulation, further, provided that if any the Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit promptly notifies the Company of such disclosure and takes reasonable steps to obtain confidential treatment minimize the extent of any such required disclosure or a protective order for such information (v) with respect to X. Xxxx Price Investors, as would otherwise be permitted pursuant to Section 5 of that certain Nondislosure Agreement by and shall give between the Company prompt written and X. Xxxx Price, dated as of July 17, 2013. For the sake of clarity, nothing contained in this Section 3.3 shall in any way restrict or impair the obligations of X. Xxxx Price to report the investment of its advisory clients (as Investors) or of Janus to report the investment of its advisory clients (as Investors) in the Company, in accordance with applicable laws and regulations, without any requirement of prior notice prior to such disclosure to the extent practicableCompany. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company furnished to such Investor pursuant to this Agreement that the Company identifies as being confidential or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, proprietary unless such confidential information (a) such information enters is known or becomes known to the public domain through no fault in general (other than as a result of a breach of this Section 3.3 by such Investor), (b) such information is communicated or has been independently developed or conceived by the Investor without use of the Company’s confidential information, or (c) is or has been made known or disclosed to such the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the CompanyCompany and that is known by such Investor, (c) the Company provides written consent to the disclosure of except that such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such proprietary or confidential information (Ai) to any existing or prospective Affiliate or partner, member, stockholder, subsidiary or parent of such Investor or Affiliate as long as such partner, subsidiary or parent is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for to the purpose of evaluating extent necessary to obtain their services in connection with monitoring its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, Company; (Biii) to any prospective purchaser of any Shares Registrable Securities from such Investor as long as Investor, if such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3; (iv) to the extent required in connection with any routine or periodic examination or similar process by any regulatory or self-regulatory body or authority not specifically directed at the Company or the confidential information obtained from the Company pursuant to the terms of this Agreement, (C) for internal marketincluding, industry and investment analyseswithout limitation, quarterly or annual reports, or (Dv) as required by applicable law, rule, regulation, proceeding, court order, or request of any governmental or regulatory agency. Notwithstanding the foregoing, the Funds (as defined in Section 3.15) shall not be restricted or prohibited from evaluating and participating in other investment opportunities on the basis of having access to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose confidential information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing Furthermore, The Company understands and acknowledges that in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those regular course of the Funds’ business, the Funds will invest in companies that have issued securities that are publicly traded (each, a “Public Company”). The Accordingly, the Company and each Investor acknowledges covenants and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive it shall not provide any material non-public information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related about a Public Company to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this AgreementFund.

Confidentiality of Records. Each Investor Holder agrees that it shall will keep confidential and shall not disclose disclose, divulge or divulge use for any confidential, proprietary, purpose other than to evaluate and monitor its investment in the Company any confidential or secret proprietary information ("Confidential Information") which such Investor may obtain party obtains from the Company pursuant to the financial statements, reports, reports and other materials information submitted by the Company to such Investor party pursuant to this Agreement or otherwisethe Purchase Agreement; provided, or pursuant to visitation or inspection rights granted under this Agreementhowever, unless that the Investors may disclose Confidential Information (a) to their respective general partners, limited partners, members, stockholders, equity holders, Affiliates and any of the directors, officers and other representatives of any of the foregoing in accordance with their respective normal reporting practices, and to their respective attorneys, accountants, consultants and other professionals under an obligation of confidentiality and (b) to any prospective purchaser of any securities of the Company so long as such prospective purchaser is obligated not to disclose, divulge or use such Confidential Information to the same extent as the disclosing Investor. Each Holder shall use the same level of care with the Confidential Information that it uses with its own confidential information. "Confidential Information" shall not include the following: (i) information enters that is now in, or hereafter enters, the public domain through no fault of such Investor, the Holder; (bii) such information that previously was known by the Holder independently of the Company; (iii) information that is communicated independently developed by the Holder without reference to such Investor by Confidential Information; (iv) information that is disclosed with the written approval of the Company; or (v) information that is received from a third party without breach a duty of any obligation of confidentiality such third party may have confidentiality. Notwithstanding the foregoing, no Holder shall be prohibited from disclosing Confidential Information that is required to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or be disclosed pursuant to any directionlegal process or subpoena from any court, request arbitrator, governmental body, official or requirement (whether authority or not having by applicable law; provided that the force disclosing Holder takes reasonable steps to minimize the extent of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give provides the Company with reasonably prompt written notice prior after becoming required to disclose such disclosure Confidential Information to afford the extent practicableCompany an opportunity to intervene and oppose such disclosure. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement This provision shall preclude or in survive any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions termination of this Agreement.

Confidentiality of Records. Each The terms and conditions of the Confidentiality Agreement shall apply to any Confidential Information provided to the Investor by the Corporation under this Agreement until expiry of the Confidentiality Agreement in accordance with its terms. On expiry of the Confidentiality Agreement, the Investor agrees to use, and to use its commercially reasonable efforts to ensure that it shall its representatives use, the same degree of care as the Investor uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from Confidential Information furnished by the Company pursuant Corporation to the financial statementsInvestor, reports, and other materials submitted by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) whether such information enters was provided prior to or following expiry of the Confidentiality Agreement (so long as such information is not in the public domain through no fault or would otherwise be excluded from the definition of such Investor, (b) such information is communicated to such Investor by a third party without breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors “Confidential Information” contained in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmentalConfidentiality Agreement), fiscal, monetary or other authority; provided, however, except that an the Investor may disclose such information Confidential Information: (Aa) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals any Affiliate of the Investor for the purpose of evaluating its investment in the Company Corporation as long as such Affiliate is advised of the confidential nature of such information and agrees to keep such information confidential; (b) to any of its or its Affiliates’ officers, directors, employees, consultants, attorneys, advisors, accountants, partnersand financial and technical advisors, subsidiaries, parents, officers, employees, agents, directors or Affiliates provided that such Persons have a legitimate need to know such information and are advised of the confidentiality provisions confidential nature of such information and agree to keep such information confidential; or (c) to the extent legally required, if requested or compelled by law, Governmental Entity or other applicable judicial or governmental order, depositions, interrogatories, requests for information or documents in legal or administrative proceedings, or subpoena, civil investigative demand or other similar process. The foregoing obligations shall not apply to the Investor with respect to information that: (i) is or becomes generally available to the public on a ​ ​ non-confidential basis through no breach by the Investor or its representatives of this Section 3.32.4; (ii) becomes available to Investor on a non-confidential basis from a source other than the Corporation or its representatives, (B) to any prospective purchaser of any Shares from if such source was not known by the Investor as long as such prospective purchaser agrees in writing to be bound by a confidentiality agreement with, or other legal obligation of secrecy to, the provisions Corporation; (iii) is already in the possession of the Investor prior to the time of disclosure by the Corporation or its representatives; (iv) is independently developed by the Investor or its representatives without use or reliance on the information described in the preceding clause; (v) is permitted in writing by the Corporation or its representatives to be disclosed to third parties on a non-confidential basis; or (vi) is otherwise in the public domain as a result of any of the foregoing. Nothing contained in this Section 3.3, (C) for internal market, industry and investment analyses, 2.4 shall restrict the Investor from trading in securities of other issuers or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprisesCorporation, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated except as required by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementapplicable law.

Confidentiality of Records. Each Investor, on behalf of itself and its managers, directors, officers, board observer designees, employees, asset manager and agents (collectively, the "Investor Parties") agrees for a period of one year after the date hereof to hold in strict confidence any information received from the Company and its agents of concerning the business and affairs of the Company (the "Confidential Material") and to use such Confidential Information solely for the purpose of evaluating and managing, including the disposition of all or a portion of, such Investor's investment in the Company. Each Investor further agrees that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information enters the public domain through no fault of such Investor, (b) such information is communicated to such Investor by a third party without breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) will only make available to its partnersmanagers, subsidiaries, parentsdirectors, officers, employees, agentsasset manager and representatives (including legal and accounting representatives) and, directors, Affiliates, attorneys, accountants, consultants, and other professionals for in the purpose case of evaluating its a potential disposition of all or a portion of such Investor's investment in the Company, any potential transferees such Confidential Information as is reasonably necessary for such Person or Persons to evaluate and manage the investment. Anything to the contrary contained herein notwithstanding, any Investor Party shall be permitted to disclose any Confidential Information as may be required by law or regulation or to comply with the requirements of (or to receive approvals from) any applicable governmental agency. Such Investor may otherwise disclose Confidential Information with the prior consent of the Chief Executive Officer of the Company. Notwithstanding the foregoing, "Confidential Information" shall not include any information which: (i) is or becomes available to the public other than as a result of a disclosure by such Investor; (ii) was known to the Investor on a nonconfidential basis prior to its disclosure to the Investor by the Company; (iii) becomes available to such Investor on a nonconfidential basis from a source other than the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, or its agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from provided that such source is not known by such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive confidentiality agreement with the Company’s ; or (iv) is independently developed by such Investor at any time, which development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated can be substantiated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementcompetent proof.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall any information furnished to such Investor that the Company identifies as being confidential or proprietary (so long as such information is not disclose or divulge any confidentialin the public domain), proprietary, or secret information which except that such Investor may obtain from disclose such proprietary or confidential information (i) to any partner, subsidiary or parent of such Investor for the purpose of evaluating its investment in the Company pursuant to as long as such partner, subsidiary or parent is advised of the financial statements, reports, and other materials submitted by the Company to confidentiality provisions of this Section 3.3; (ii) at such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) such information time as it enters the public domain through no fault of such Investor, ; (biii) such information that is communicated to such Investor by a third party without breach it free of any obligation of confidentiality such third party may have to the Company, confidentiality; (civ) the Company provides written consent to the disclosure of such information, (d) such information that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, ; or (ev) as required by a valid order of a court or governmental body having jurisdiction or otherwise required by applicable law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is may provide financial information to its partners or members as required by any partnership agreement or requested to disclose limited liability operating agreement; provided, however, that no proprietary, confidential or other information furnished pursuant to this Agreement may be disclosed to Samsung Electronics Co., Ltd (eincluding its directors and employees) aboveor any of their affiliates, such except that an Investor shall use its commercially reasonable efforts to limit such disclosure may disclose the aggregate yearly revenue and to obtain confidential treatment or a protective order for such information and shall give profit single line items from the Company prompt written notice prior year end financial statements to such disclosure entities or persons if such entities or persons are limited partners of the Investor. Notwithstanding anything herein to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprisescontrary, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in any party to this Agreement shall preclude or in (and any way restrict the Investors from investing or participating in any particular enterpriseemployee, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently haverepresentative, or other agent of any party to this Agreement) may engage in disclose to any and all persons, without limitation of any kind, the future in, internal development programs, or may receive information from third parties that relates to, tax treatment and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to tax structure of the transactions contemplated by this Agreement shall in and all materials of any way preclude kind (including opinions or restrict other tax analyses) that are provided to it relating to such Investors tax treatment and tax structure; provided however, that such disclosure may not be made to the extent reasonably necessary to comply with any applicable federal or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those state securities laws. For the purposes of the Companyforegoing sentence, so long as such activities do not result in (i) the “tax treatment” of a violation transaction means the purported or claimed federal income tax treatment of the confidentiality provisions transaction, and (ii) the “tax structure” of this Agreementa transaction means any fact that may be relevant to understanding the purported or claimed federal income tax treatment of the transaction. Thus, for the avoidance of doubt, the parties acknowledge and agree that the tax treatment and tax structure of any transaction does not include the name of any party to a transaction or any sensitive business information (including, without limitation, the name and other specific information about any party’s intellectual property or other proprietary assets) unless such information may be related or relevant to the purported or claimed federal income tax treatment of the transaction.

Confidentiality of Records. Each Investor agrees that it shall to use the same degree of care as such Investor uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company furnished to such Investor pursuant to this Agreement Section 3.1 and 3.2 hereof that the Company identifies as being confidential or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless proprietary (a) so long as such information is not in the public domain), except that such Investor may disclose such proprietary or confidential information (i) to any partner, subsidiary, parent or, in the case of Capital Group only, investment adviser of such Investor as long as such partner, subsidiary, parent or, in the case of Capital Group only, investment adviser is advised of and agrees or has agreed to be bound by the confidentiality provisions of this Section 3.3 or comparable restrictions; (ii) at such time as it enters the public domain through no fault of such Investor, ; (biii) such information that is communicated to such Investor by a third party without breach it free of any obligation of confidentiality such third party may have to the Company, confidentiality; (civ) the Company provides written consent to the disclosure of such information, (d) such information that is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company; or (v) as required by applicable law. Notwithstanding the foregoing, each Investor that is a limited partnership or limited liability company may disclose such proprietary or confidential information to any former partners or members who retained an economic interest in such Investor, current or prospective partner or prospective limited partner of the partnership or any subsequent partnership under common investment management, limited partner, general partner, member or management company of such Investor (or any employee or representative of any of the foregoing) (each of the foregoing persons, a “Permitted Disclosee”) or legal counsel, accountants or representatives for such Investor, provided that such Investor informs such person(s) that such information is confidential and directs such person to maintain the confidentiality of such information. Furthermore, nothing contained herein shall prevent any Investor, Permitted Disclosee, or, in the case of Capital Group only, any Investor’s investment adviser, such investment adviser’s Affiliates, or any investment funds advised by such investment adviser or its Affiliates, from (i) entering into any business, entering into any agreement with a third party, or investing in or engaging in investment discussions with any other company (whether or not competitive with the Company), provided that such Investor, Permitted Disclosee, or in the case of Capital Group only, such investment adviser, Affiliate or investment fund, does not, except as permitted in accordance with this Section 3.3, disclose or otherwise make use of any proprietary or confidential information of the Company in connection with such activities, or (eii) required by a valid order of a court or governmental body having jurisdiction or otherwise making any disclosures required by law, statutesrule, rules regulation or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary court or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreementgovernmental order.

Confidentiality of Records. (a) Each Investor agrees to use, and to use commercially reasonable efforts to ensure that it shall its authorized representatives use, the same degree of care as such recipient uses to protect its own confidential information to keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information furnished to it which such Investor may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to such Investor pursuant to this Agreement identifies in writing as being proprietary or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless (a) confidential except such information enters that (i) was in the public domain prior to the time it was furnished to such recipient, (ii) is or becomes (through no fault of willful or improper action or inaction by such Investorrecipient) generally available to the public, (biii) was in its possession or known by such information is communicated recipient (as evidenced by written records) without restriction prior to receipt from the Company, (iv) was rightfully disclosed to such Investor recipient by a third party without breach restriction or (v) was independently developed (as evidenced by written records) without any use of any obligation of confidentiality such third party may have to the Company’s confidential information. Notwithstanding the foregoing, (c) the Company provides written consent to the disclosure of any such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such proprietary or confidential information to any former, current or prospective partner, limited partner, general partner or management company of such Investor (Aor any employee or representative of any of the foregoing) to its partners(each of the foregoing persons, subsidiariesa “Permitted Disclosee”) or legal counsel, parentsaccountants or representatives for such Investor or Permitted Disclosee, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as so long as such attorneysPermitted Disclosees are subject to equivalent confidentiality obligations. Furthermore, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are engaged in the business of venture capital or private equity investing and therefore review the business plans receives information from many sources and related proprietary information of reviews and invests in many enterprises, including enterprises opportunities that may have products involve similar or competing technologies, products, or services that compete directly or indirectly with those of as offered by the Company, which may include information that may be similar or identical to information disclosed by the Company hereunder. Nothing in The Investors shall be free to use any such proprietary or confidential information for any purpose it may deem appropriate, subject to its above obligation regarding disclosure of such proprietary or confidential information during the specified period of confidentiality. Furthermore, the Investors will not maintain an exclusive relationship with the Company and the Company agrees that neither this Agreement shall preclude nor any disclosure of such proprietary or confidential information hereunder to any Investor or Permitted Disclosee, (i) obligates such Investor or Permitted Disclosee to receive any information from, perform any work for or enter into any agreement with the Company or (ii) limits such Investor or Permitted Disclosee from engaging in or operating any business, entering into any agreement or business relationship with any third party, or evaluating, engaging in investment discussions with or investing in any way restrict the Investors from investing third party, whether or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly not competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions of this Agreement.

Confidentiality of Records. Each of Investor agrees shall maintain the confidentiality of all Information (as defined below), except that it shall keep confidential and shall not disclose or divulge any confidential, proprietary, or secret information which such Investor Information may obtain from the Company pursuant to the financial statements, reports, and other materials submitted by the Company to such Investor pursuant to this Agreement or otherwise, or pursuant to visitation or inspection rights granted under this Agreement, unless be disclosed (a) such information enters the public domain through no fault of such Investor, (b) such information is communicated to such Investor by a third party without breach of any obligation of confidentiality such third party may have to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or pursuant to any direction, request or requirement (whether or not having the force of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its Affiliates, and to its and their partners, subsidiaries, parentsdirectors, officers, employees, agents, directorsauditors, advisors and representatives (provided they are informed of the confidential nature of the Information and instructed to keep it confidential); (b) to the extent requested by any governmental, regulatory or self-regulatory authority purporting to have jurisdiction over it or its Affiliates, attorneys, accountants, consultants, and ; (c) to the extent required by Applicable Law or by any subpoena or other professionals for the purpose of evaluating its investment in legal process (provided that such Investor provides prior written notice to the Company and affords the Company the reasonable opportunity to defend against such subpoena or other legal process, in each case only to the extent permitted under Applicable Law and such subpoena or other legal process); (d) to any other party hereto; (e) in connection with any action or proceeding relating to any Financing Documents or Obligations; (f) subject to an agreement containing provisions substantially the same as long this Section 10.17, to any Person actually or potentially acquiring an interest in any Obligations and/or Securities or any actual or prospective party (or its advisors) to any Bank Product or to any swap, derivative or other transaction under which payments are to be made by reference to an Obligor or Obligor’s obligations; (g) to the extent such Information (i) becomes publicly available other than as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised a result of the confidentiality provisions a breach of this Section 3.310.17 or (ii) is available to the Collateral Agent, any Investor or any of their Affiliates on a nonconfidential basis from a source other than the Obligors; (Bh) on a confidential basis to any prospective purchaser a provider of any Shares from such Investor as long as such prospective purchaser agrees in writing electronic system maintained by the Investors or the Collateral Agent for the receipt of information and documents required to be bound delivered by the provisions Company under the terms of this Section 3.3, (C) for internal market, industry and investment analyses, the Financing Documents; or (Di) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give with the Company prompt written notice prior to such disclosure to the extent practicable. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those consent of the Company. Nothing in this Agreement shall preclude or in any way restrict Notwithstanding the foregoing, the Collateral Agent and the Investors from investing may publish or participating in any particular enterprisedisseminate general information concerning the Financing Documents for league table, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently havetombstone, or may engage in the future inand, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programsprior written consent, products may use the Obligors’ logos, trademarks or servicesproduct photographs in advertising materials. Nothing in As used herein, “Information” means information received from an Obligor or Subsidiary relating to it or its business that is identified as confidential when delivered. A Person required to maintain the confidentiality of Information pursuant to this Agreement or any other agreement related Section 10.17 shall be deemed to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those have complied if it exercises a degree of care similar to that accorded its own confidential information. Each of the Company, so long as Collateral Agent and the Investors acknowledges that (i) Information may include material non-public information; (ii) it has developed compliance procedures regarding the use of such activities do not result information; and (iii) it will handle the material non-public information in a violation of the confidentiality provisions of this Agreementaccordance with Applicable Law.

Confidentiality of Records. Each Investor Holder agrees that it shall will keep confidential and shall not disclose disclose, divulge or divulge use for any confidential, proprietary, purpose other than to evaluate and monitor its investment in the Company any confidential or secret proprietary information (“Confidential Information”) which such Investor may obtain party obtains from the Company pursuant to the financial statements, reports, reports and other materials information submitted by the Company to such Investor party pursuant to this Agreement or otherwisethe Purchase Agreement; provided, or pursuant to visitation or inspection rights granted under this Agreementhowever, unless that the Investors may disclose Confidential Information (a) to their respective general partners, limited partners, members, stockholders, equity holders, Affiliates and any of the directors, officers and other representatives of any of the foregoing in accordance with their respective normal reporting practices, and to their respective attorneys, accountants, consultants and other professionals under an obligation of confidentiality and (b) to any prospective purchaser of any securities of the Company so long as such prospective purchaser is obligated not to disclose, divulge or use such Confidential Information to the same extent as the disclosing Investor. Each Holder shall use the same level of care with the Confidential Information that it uses with its own confidential information. “Confidential Information” shall not include the following: (i) information enters that is now in, or hereafter enters, the public domain through no fault of such Investor, the Holder; (bii) such information that previously was known by the Holder independently of the Company; (iii) information that is communicated independently developed by the Holder without reference to such Investor by Confidential Information; (iv) information that is disclosed with the written approval of the Company; or (v) information that is received from a third party without breach a duty of any obligation of confidentiality such third party may have confidentiality. Notwithstanding the foregoing, no Holder shall be prohibited from disclosing Confidential Information that is required to the Company, (c) the Company provides written consent to the disclosure of such information, (d) such information is developed by Investor or its agents independently of and without reference to any confidential information communicated by the Company, or (e) required by a valid order of a court or governmental body having jurisdiction or otherwise required by law, statutes, rules or regulations or be disclosed pursuant to any directionlegal process or subpoena from any court, request arbitrator, governmental body, official or requirement (whether authority or not having by applicable law; provided that the force disclosing Holder takes reasonable steps to minimize the extent of law but if not having the force of law being of a type with which institutional or corporate investors in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; provided, however, that an Investor may disclose such information (A) to its partners, subsidiaries, parents, officers, employees, agents, directors, Affiliates, attorneys, accountants, consultants, and other professionals for the purpose of evaluating its investment in the Company as long as such attorneys, advisors, accountants, partners, subsidiaries, parents, officers, employees, agents, directors or Affiliates are advised of the confidentiality provisions of this Section 3.3, (B) to any prospective purchaser of any Shares from such Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of this Section 3.3, (C) for internal market, industry and investment analyses, or (D) to any Affiliate of such Investor or to a partner or stockholder of such Purchaser; and provided, further, that if any Investor is required or requested to disclose information pursuant to (e) above, such Investor shall use its commercially reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order for such information and shall give provides the Company with reasonably prompt written notice prior after becoming required to disclose such disclosure Confidential Information to afford the extent practicableCompany an opportunity to intervene and oppose such disclosure. The Company acknowledges that certain of the Investors are in the business of venture capital or private equity investing and therefore review the business plans and related proprietary information of many enterprises, including enterprises that may have products or services that compete directly or indirectly with those of the Company. Nothing in this Agreement This provision shall preclude or in survive any way restrict the Investors from investing or participating in any particular enterprise, regardless of whether such enterprise has products or services that compete with those of the Company. The Company and each Investor acknowledges and agrees that certain of the Investors or their Affiliates may presently have, or may engage in the future in, internal development programs, or may receive information from third parties that relates to, and may develop and commercialize products independently or in cooperation with such third parties, that are similar to or that are directly or indirectly competitive with the Company’s development programs, products or services. Nothing in this Agreement or any other agreement related to the transactions contemplated by this Agreement shall in any way preclude or restrict such Investors or their Affiliates from conducting any development program, commercializing any product or service or otherwise engaging in any enterprise, whether or not such development program, product, service or enterprise competes with those of the Company, so long as such activities do not result in a violation of the confidentiality provisions termination of this Agreement.. Notwithstanding anything herein to the contrary, this provision shall expire and become null and void and of no further force or effect upon the filing by Pubco of the so-called “super 8-K” under the Exchange Act following the closing of the Reverse Merger. -12- SECTION 11 MISCELLANEOUS 11.1