Common use of Confidentiality; Public Announcements Clause in Contracts

Confidentiality; Public Announcements. (i) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). (ii) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge Notes, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.

Confidentiality; Public Announcements. (ia) The Lenders shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect provisions of the Lenders' business or that NDA, are hereby incorporated into this Agreement and each of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, Parties hereto agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that all information received from the Persons other party and its representatives in connection with this Agreement and the transaction described herein, and not to whom such disclosure is made will be informed of the confidential nature use any of such information for any purpose except to evaluate and instructed to keep such information confidentialperform the transaction contemplated by the parties hereto (the “Purpose”). (iib) The Required Lenders shall have Notwithstanding anything to the right contrary in this agreement or the NDA, in case any Confidential Information (as defined in the NDA) is information that may be considered "material non-public information" pursuant to review the securities laws and approve, such approval regulations governing Purchaser and the securities exchanges on which its shares are traded – the Company and Selling Shareholders hereby undertakes (and undertake to cause their Representatives) not to be unreasonably withheldmake any unlawful use of such Confidential Information, including by way of effecting a transaction in a security of Purchaser while the Confidential Information or any part thereof is in their possession. The Company and Selling Shareholders are aware, and will advise their Representatives who are informed of any of the matters that are the subject of this Agreement, of the restrictions imposed by the applicable securities laws on the purchase or sale of securities by any person who has received material, non-public information regarding a company with publicly traded securities, as well as the restrictions making it unlawful to communicate such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell securities in reliance upon such information. (c) From and after the date of this Agreement, the Company and each Selling Shareholder hereby covenants with and undertakes to Purchaser that the Company and such Selling Shareholder shall not (and the Company and such Selling Shareholder shall ensure that its Representatives, the Acquired Companies and the Acquired Companies’ Representatives do not) issue any press release or make any public announcement statement (including to any Acquired Company Employee) regarding (or public filing made after otherwise disclose to any Person the Closing Date relating existence or terms of) this Agreement or any of the other transactions or documents contemplated by this Agreement, without Purchaser’s prior written consent. For avoidance of doubt, and notwithstanding anything herein or in the NDA to the Bridge Notescontrary, the Purchaser will entitled to make any public statement and deliver any notice to a Governmental Body as it is legally required to issue or make under any Legal Requirement (including any applicable securities law, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy applicable rules of any regulatory filings or tombstone ads prepared by or stock exchange on behalf of the Lenders, but shall not be required to obtain approval by the Borrowerwhich Purchaser lists its securities).

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrower or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons confidentiality of such disclosures; or (vi) making such disclosures to whom its investors or potential investors as such disclosure is made will Lender reasonably deems necessary or appropriate; provided, however, that such investors or potential investors shall be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)information. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.

Confidentiality; Public Announcements. (a) Buyer and Seller shall maintain in confidence, and shall cause their respective directors, officers, employees, agents, and advisors to maintain in confidence, and not use to the detriment of the other party, any written, oral, or other information obtained in confidence from another party in connection with this Agreement or the Transactions, unless (i) The Lenders shall use its best efforts not such information is already known to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, such party or to be furnished, others not bound by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now a duty of confidentiality or in the future, to apply to any such information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise publicly available through no fault of such authority or claimed authorityparty, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems use of such information is necessary or appropriate to do so to effect in making any filing or preserve its securityobtaining any Consent required for the consummation of the Transactions, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary furnishing or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature use of such information is required by or necessary in connection with any Proceeding. (b) Any public announcement or similar publicity with respect to this Agreement or the Transactions may be issued, if at all, at such time and instructed in such manner as mutually agreed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financingby Buyer and Seller; provided, however, that in the case of announcements, statements, acknowledgments or revelations which either party is required by applicable Legal Requirements to make, issue or release, the making, issuing or releasing of any such bankannouncement, financial institution statement, acknowledgment or revelation by the party so required to do by applicable Legal Requirements shall not constitute a breach of this Agreement if such party shall have given, to the extent reasonably possible, notice thereof to the other entity or counsel party not less than two (2) days prior to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made and shall have attempted, to the extent reasonably possible, to clear such announcement, statement, acknowledgment or revelation with the other party. Subject to the foregoing, Seller and Buyer shall consult with each other concerning the means by which Seller's employees, customers, and suppliers and others having dealings with the Seller will be informed of the confidential nature of such information Transactions, and instructed to keep such information confidential). (ii) The Required Lenders shall Buyer will have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge Notes, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required present for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrowercommunication.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information (i) designated by the Borrower Company in writing as confidential, including all information presented at or in connection with meetings of the Parent’s board of directors and all financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Loan Parties in connection with the Bridge Notes contemplated by this AgreementAgreement or (ii) disclosed orally in any meeting of the board of directors to the observer attending the meeting on behalf of the Lenders and orally identified as confidential; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Loan Parties or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of LawLaw (it being understood and agreed, however, that such Lender shall make a good faith effort to advise the Company of such requirement prior to disclosure and cooperate with any effort by a Loan Party, at its expense, to limit or prevent such disclosure), (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Loan Parties or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoenasubpoena (it being understood and agreed, however, that such Lender shall make a good faith effort to advise the Company of such requirement prior to disclosure and cooperate with any effort by a Loan Party, at its expense, to limit or prevent such disclosure); or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basisbasis (providing for confidentiality to the extent provided herein), such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Mxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing. Each Lender acknowledges and agrees that the Persons Parent’s common stock is publicly traded and that the confidential information referenced in this Section may include material non-public information. Accordingly, each Lender (a) acknowledges it is subject to whom such disclosure is made will be informed restrictions under federal and state securities laws regarding the purchase or sale of the confidential nature Parent’s common stock while in the possession of such material non-public information and instructed (b) without limiting the foregoing, agrees to keep such information confidential)abide by the Parent’s Ixxxxxx Xxxxxxx Policy governing trading by officers and directors of the Parent as in effect from time to time for as long as it shall have the Board observation rights set forth in Section 7.17. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower Company an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower Company with an advance copy of any regulatory filings relating to the Notes or Lenders or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the BorrowerCompany.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender's business or that of the corporate parent Borrower or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender's legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx'x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender's obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx'x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom such disclosure is made will be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)disclosures. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Amendment Effective Date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.

Confidentiality; Public Announcements. (ia) The Lenders Parent, on the one hand, and Holdings, Knight, and Sellers on the other hand, shall, and shall use its best efforts not cause their respective Affiliates and their respective Representatives to not, issue a press release or otherwise make public disclosure statements with respect to the terms of this Agreement, the other Transaction Documents and the transactions contemplated hereby or thereby, without the written consent of Holdings or Parent, respectively, except as required by Law or any listing agreement of any information designated by the Borrower in writing as confidentialstock exchange or trading market, including financial terms and financial and organizational information contained in any documentsprovided, statementsthat, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent practicable, the Lenders Parties shall consult with each other reasonably in advance of making any such disclosures required by Law or any listing agreement of any stock exchange or trading market, and provided, further, that such consulting party shall permit the other party to make non-binding comments with respect to the form or substance of any such disclosures. (b) The Confidentiality Agreement shall remain in full force and effect in accordance with its terms until Closing, at which time the Confidentiality Agreement shall only terminate with respect to information relating solely to the Business, the Acquired Assets and/or the Assumed Liabilities. The information contained herein, in the Sellers’ Disclosure Schedules or delivered to Parent or its counsel deems necessary or appropriate Representative pursuant hereto and relating to do so the Business, the Acquired Assets and/or the Assumed Liabilities shall be deemed to effect or preserve its securitybe Evaluation Material (as defined in the Confidentiality Agreement) until the Closing. (c) From and after the Closing Date, if anyHoldings, for Knight and the Sellers shall, and shall cause their respective Affiliates and Representatives to, keep confidential any applicable investment or financing or to enforce and all information concerning the Business, the Acquired Assets and the Assumed Liabilities, including, without limitation, any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants Trade Secrets (including outside auditorssource code) included in the Company Intellectual Property, prior to the Closing Date (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential“Business Confidential Information”); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that Business Confidential Information shall not include information which (i) is or becomes generally available to the public or is generally known by individuals in the financial services industry other than as a result of a disclosure by Holdings, Knight or Sellers or any of their respective Affiliates or Representatives acting in such bankcapacity in violation of this Agreement, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). (ii) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made becomes available after the Closing Date relating to Holdings, Knight or Sellers or any of their respective Affiliates or Representatives on a non-confidential basis from a source that is not known to Holdings, Knight or Sellers or any of their respective Affiliates or Representatives (acting in such capacity) to be bound by a confidentiality agreement or other obligation of confidentiality to Parent or Purchasers. Notwithstanding the foregoing, if Holdings, Knight or either Seller or any of their respective Affiliates or Representatives is required to disclose any Business Confidential Information in response to a court order or as otherwise required by Law, Holdings, Knight or such Seller, as the case may be, shall inform Parent of such request or obligation as soon as practicable after it is informed of it and, if possible, before any information is disclosed, so that a protective order or other appropriate remedy may be obtained by Parent at Parent’s sole expense. If Holdings, Knight or either Seller or any of their respective Affiliates or Representatives is obligated to make the disclosure, it shall only make the disclosure to the Bridge Notes, or extent to the Lenders in any way before any such announcement or filing which it is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lendersso obligated, but shall not be required to obtain approval by the Borrowerfurther or otherwise.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrower, the OpCo or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Mxxxx’x, Fitch and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that the Persons to whom such disclosure is made will financial institution or ratings agency shall be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)information. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date closing date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Borrowers in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Borrowers in connection with the Bridge Notes Loans contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Borrowers or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrowers or their affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s Affiliates, legal counsel or counsel, accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), advisors or other representatives; or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood subject to customary exceptions); or (v) making such disclosures to (x) any bank, financial institution or other funding source and (y) S&P, Mxxxx’x, Fitch and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that the Persons to whom such disclosure is made will funding source or ratings agency shall be informed of the confidential nature confidentiality of such information information; or (vi) making such disclosures to its investors or potential investors as such Lender reasonably deems necessary or appropriate; provided, however, that such investors or potential investors shall be informed of the confidentiality of such information. The obligations of the Agent and instructed the Lenders under this Section 10.12(a) shall supersede and replace the obligations of the Agent and the Lender under any confidentiality agreement executed and delivered by the Agent or any Lender prior to keep such information confidential)the date hereof in respect of this financing. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge NotesLoans, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower Borrowers an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesLoans, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower Borrowers with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the BorrowerCompany.

Confidentiality; Public Announcements. (i) The Lenders Investor shall use its best efforts not to make public disclosure of any information designated by the Borrower in writing as confidentialnonpublic information, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Borrower Issuer in connection with the Bridge Notes transactions contemplated by this AgreementAgreement or any other Transaction Document; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the LendersInvestor, information obtained from sources other than the Borrower Issuer or information that is or becomes in the public domaindomain (other than as a result of a breach of this Agreement), nor shall it be construed to prevent the Lenders Investor from (i) making any disclosure of any information (PROVIDED that the Investor shall, if practicable, provide the Issuer with prior notice of such disclosure) (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Investor's business or that of the corporate parent or affiliates of the Lenders Investor in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders Investor or its counsel deems necessary or appropriate to do so to effect enforce its rights hereunder or preserve its security, if any, for under any applicable investment other Investment Document or financing or to enforce any remedy provided herein or in any applicable investment or financing documents therein or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders Investor deems necessary or appropriate to the Investor's legal counsel, accountants or other advisors so long as such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed parties are notified of the confidential nature of such information and instructed to keep such information confidential)information; or (iv) making such disclosures as the Lenders Investor reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders Investor in good faith desires to sell an interest in any applicable investment or financingfinancing (the Investor shall be permitted to disclose under this clause (iv) only such information as it is entitled to receive pursuant to this Agreement or the Certificate of Incorporation); providedPROVIDED, howeverHOWEVER, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential)disclosures. (ii) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge Notes, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.

Confidentiality; Public Announcements. (ia) The Lenders shall use its best efforts not to make public disclosure of any All information designated provided or obtained by the Borrower in writing as confidentiala Party, including financial terms and financial and organizational information contained in any documentsdirectly or indirectly, statements, certificates, materials or information furnished, or to be furnished, by the Borrower in connection with the Bridge Notes contemplated by this Agreement; PROVIDED, HOWEVER, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenders, information obtained from sources other than the Borrower or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders from (i) making any disclosure of any information (A) if required to do so by any Requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' business or that of the corporate parent or affiliates of the Lenders in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems necessary or appropriate to such Lenders' legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). (ii) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating to the Bridge Notes, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lendersother Party under this Agreement prior to the Closing shall be subject to the Confidentiality Agreement. Each of Seller and Purchaser hereby adopts and agrees to be bound, but effective as of the Effective Date, by the Confidentiality Agreement as though it was a signatory thereto and agrees that, as between Seller and Purchaser, and irrespective of the stated term therein, the Confidentiality Agreement shall not terminate (i) upon the Closing or (ii) one (1) year after the termination of this Agreement. (b) After the Closing, all Confidential Information (as defined in the Post-Closing Confidentiality Agreement) shall be subject to the Post-Closing Confidentiality Agreement. (c) Without limiting the generality of the Confidentiality Agreement, except to the extent required by Law or applicable rules or regulations of a stock or commodities exchange of which it is a member, neither Seller Parent Guarantor nor Seller, on the one hand, nor Purchaser, on the other hand, nor any of their respective Affiliates shall issue a press release or make any other public announcement concerning the Transactions or the contents of this Agreement or any Ancillary Agreement without the prior written consent of Seller, in the case of Purchaser, and Purchaser, in the case of Seller Parent Guarantor or Seller. If any such announcement or other disclosure is required by any Law or applicable rule or regulation of such stock or commodities exchange, the Party required to obtain approval make the disclosure shall give Purchaser, in the case of a required disclosure by Seller Parent Guarantor or Seller, or Seller, in the Borrowercase of a required disclosure by Purchaser, to the extent legally permissible, prompt written notice of, and a reasonable opportunity to comment promptly on, the proposed disclosure, and shall limit such disclosure to such information as is reasonably required to comply with such Laws or rules or regulations.

Confidentiality; Public Announcements. (ia) The Lenders shall use its best efforts Agent and each Lender agree not to make public disclosure of disclose to any information designated by the Borrower in writing as confidentialother Person any information, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower or any other Loan Party in connection with the Bridge Notes contemplated by Loans or otherwise pursuant to this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any publicly recorded document, information which is independently developed by the LendersAgent or such Lender other than information provided solely by or on behalf of any of the Loan Parties, information obtained from sources other than the Borrower or any other Loan Party or their agents or advisors or information that is or becomes in the public domaindomain other than through the fault of the Agent or such Lender, nor shall it be construed to prevent the Lenders Agent or such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Agent or the Lender's business or that of the corporate parent Borrower or any Loan Party or affiliates of the Lenders Agent or such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) making any disclosure of any information to the extent the Lenders Agent or such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by lawother Loan Document during the continuance of an Event of Default; or (iii) making, on a confidential basis, such disclosures as the Lenders Agent or such Lender deems necessary or appropriate to the Agent or such Lenders' Lender's Affiliates, legal counsel or counsel, accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information ), advisors or other representatives, and instructed to keep such information confidential)existing or prospective investors or shareholders; or (iv) making making, on a confidential basis, such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in the Loans; or (v) making such disclosures to (x) any applicable investment bank, financial institution or other financing source, or trustee or agent therefore or counsel thereto, and (y) S&P, Xxxxx'x, Fitch and/or other ratings agency or counsel thereto, in each case as such Lender reasonably deems necessary or appropriate in connection with such Lender's obtaining financing; provided, however, that such bank, financial institution financing source or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures (it being understood that the Persons to whom such disclosure is made will ratings agency shall be informed of the confidential nature confidentiality of such information and instructed to keep maintain such information confidential)confidentiality. The obligations of the Agent and the Lenders under this Section 9.11(a) shall supersede and replace the confidentiality obligations of the Agent and the Lender under any agreement executed and delivered by the Agent or any Lender prior to the date hereof in respect of this financing. (iib) The Required Lenders shall have Notwithstanding the right foregoing, following notice to review the Borrower and approveBorrower's approval thereof, such approval not to be unreasonably withheld, any public announcement delayed or public filing made after conditioned, the Closing Date relating to the Bridge Notes, Agent or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity be permitted to review and approve any public announcement issued by the Lenders specifically relating to the Bridge Notes, such approval not to be unreasonably withheld or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings issue customary press releases or tombstone ads prepared by or on behalf of the Lenders, but shall not be required Lenders and the Loan Parties consent to obtain approval the publication by the BorrowerAgent or any Lender (including on such Person's website) of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Loan Parties. (c) The Agent, the Lenders and all other Persons who are or who may become party to this Agreement or the other Loan Documents or who may participate in the Loans acknowledge that any one or more of the Obligors and their Subsidiaries perform or may perform in the future classified or restricted contracts funded by or for the benefit of a Governmental Authority, and, accordingly, notwithstanding any other provision of this Agreement, no Obligor nor any of its Subsidiaries will be obligated to release, disclose or otherwise make available: (i) any classified or restricted information to any Person including the Agent and the Lenders or any other Person not in possession of a valid security clearance and authorized by the appropriate agency of the United States Federal government to receive such material, or (ii) any material whatsoever to any Person including the Agent, the Lenders or any other Person if such release, disclosure or availability would not comply with the National Industrial Security Program Operating Manual and associated laws and regulations. The Agent agrees that, in connection with any exercise of a right or remedy, the United States Federal government may remove classified or restricted information or government‑issued property prior to any remedial action implicating such classified or restricted information or government‑issued property. Upon written notice from any Obligor, the Agent and the Lenders shall make commercially reasonable efforts, at the Obligor's cost, to take such steps in accordance with this Agreement and the other Loan Documents as may reasonably be requested by such Obligor to enable such Obligor, any other Obligors or any Subsidiaries thereof to comply with the foreign ownership, control or influence requirements of the United States government imposed from time to time.

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Borrowers in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Borrowers in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Borrowers or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Borrowers or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or counsel, accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), advisors or other representatives; or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom confidentiality of such disclosure is made will be informed disclosures. The obligations of the confidential nature Agent and the Lenders under this Section 10.11(a) shall supersede and replace the obligations of such information the Agent and instructed the Lender under any confidentiality agreement executed and delivered by the Agent or any Lender prior to keep such information confidential)the date hereof in respect of this financing. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date closing date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower Borrowers an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower Borrowers with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the BorrowerBorrowers.

Confidentiality; Public Announcements. (i) The Lenders No Management Holder or Additional Holder shall disclose or use its best efforts not to make public disclosure of in any manner whatsoever, in whole or in part, any information designated by concerning the Borrower in writing as confidentialCompany or any of its direct or indirect stockholders, or any of their respective employees, directors or Subsidiaries or Affiliates (including, without limitation, the JWC Holders) received on a confidential basis from the Company or any other Person under or pursuant to this Agreement or any other agreement with the Company including without limitation financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by or on behalf of the Borrower Company or any other Person in connection with the Bridge Notes contemplated by this Agreementpurchase or ownership of any Common Stock Equivalent; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Stockholder, information obtained from sources other than the Borrower Company or any of its direct or indirect shareholders, or any of their respective employees, directors, Subsidiaries or Affiliates (including without limitation the JWC Holders) or any of their respective agents or representatives (including without limitation attorneys, accountants, financial advisors, engineers and insurance brokers) or information that is or becomes in the public domain, nor shall it be construed to prevent the Lenders such Stockholder from (i) making any disclosure of any information (Aa) if required to do so by any Requirement statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of Lawany court or other governmental authority, in each case applicable to or binding upon such Stockholder, (Bb) to any Governmental Authority governmental authority having or claiming authority to regulate or oversee any aspect of the Lenders' such Stockholder's business or that of the corporate parent or affiliates of the Lenders such Stockholder in connection with the exercise of such authority or claimed authority, or (Cc) pursuant to subpoena; or (ii) to the extent the Lenders or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders deems such Stockholder deem necessary or appropriate to such Lenders' Stockholder's legal counsel or counsel, accountants (including outside auditors) or general, managing or limited partners; (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iviii) making such disclosures as the Lenders such Stockholder reasonably deems necessary or appropriate to any bank or financial institution or other entity, Transferee and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Stockholder in good faith desires to sell an Transfer all or a portion of its interest in any applicable investment or financingCommon Stock Equivalents; provided, however, that such bank, financial institution or other entity Transferee or counsel to or representative thereofthereof , agrees to take reasonable steps to maintain the confidentiality of such disclosures on the terms stated herein; or (it being understood that the Persons to whom such disclosure is made will be informed of the iv) making, on a confidential nature basis, disclosures of such information and instructed to keep current Stockholders; provided, further, that this Section 7.16 shall not supersede any confidentiality provision in any employment agreement or confidentiality agreement to which any Management Holder is a party for so long as such information confidential). agreement remains in effect. Notwithstanding anything to the contrary, (iiA) The Required Lenders this Section 7.16 shall apply to the JWC Holders and/or the Halifax Holders (as applicable) effective at such time when such group shall no longer have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date relating designate directors to the Bridge NotesBoard of Directors of the Company pursuant to Article V hereof and (B) the parties hereto and each of their respective employees, representatives or other agents, are permitted to disclose to any and all persons, without limitations of any kind, the Lenders in tax treatment and tax structure of any way before transactions entered into among the parties and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such announcement or filing is announced or filed, parties related to such tax treatment and tax structure; provided, however, no review that the foregoing permission to disclose the tax treatment and tax structure does not permit the disclosure of any information that is not relevant to understanding the tax treatment or approval tax structure of any such transactions (including the identity of any party and the amounts paid in connection with the transactions); provided, further, however, that the tax treatment and tax structure shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower an opportunity to review and approve any public announcement issued by the Lenders specifically relating kept confidential to the Bridge Notes, such approval not extent necessary to be unreasonably withheld comply with federal or delayed; PROVIDED, HOWEVER, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHER, the Lenders shall provide the Borrower with an advance copy of any regulatory filings or tombstone ads prepared by or state securities laws. [Signatures on behalf of the Lenders, but shall not be required to obtain approval by the Borrower.Following Pages]

Confidentiality; Public Announcements. (ia) The Lenders Each Lender shall use its best efforts not to make public disclosure of any information designated by the Borrower Company in writing as confidential, including financial terms and financial and organizational information contained in any documents, statements, certificates, materials or information furnished, or to be furnished, by the Borrower Company in connection with the Bridge Notes contemplated by this Agreement; PROVIDEDprovided, HOWEVERhowever, that the foregoing shall not be construed, now or in the future, to apply to any information reflected in any recorded document, information which is independently developed by the Lenderssuch Lender, information obtained from sources other than the Borrower Company or information that is or becomes in the public domaindomain other than through the fault of such Lender, nor shall it be construed to prevent the Lenders such Lender from (i) making any disclosure of any information (A) if required to do so by any Requirement requirement of Law, (B) to any Governmental Authority having or claiming authority to regulate or oversee any aspect of the Lenders' Lender’s business or that of the corporate parent Company or affiliates of the Lenders such Lender in connection with the exercise of such authority or claimed authority, or (C) pursuant to subpoena; or (ii) to the extent the Lenders such Lender or its counsel deems necessary or appropriate to do so to effect or preserve its security, if any, security for any applicable investment or financing or to enforce any remedy provided herein or in any applicable investment or financing documents or otherwise available by law; or (iii) making, on a confidential basis, such disclosures as the Lenders such Lender deems necessary or appropriate to such Lenders' Lender’s legal counsel or accountants (including outside auditors) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential); or (iv) making such disclosures as the Lenders such Lender reasonably deems necessary or appropriate to any bank or financial institution or other entity, and/or counsel to or other representatives of such bank or financial institution or other entity, to which the Lenders such Lender in good faith desires to sell an interest in any applicable investment or financing; provided, however, that such bank, financial institution or other entity or counsel to or representative thereof, agrees to take reasonable steps to maintain the confidentiality of such disclosures; or (v) making such disclosures to (it being understood x) any bank or financial institution and (y) S&P, Xxxxx’x and/or other ratings agency, as such Lender reasonably deems necessary or appropriate in connection with such Lender’s obtaining financing; provided, however, that such bank, financial institution, S&P, Xxxxx’x and/or such other ratings agency agrees to take reasonable steps to maintain the Persons to whom such disclosure is made will be informed of the confidential nature confidentiality of such information and instructed to keep such information confidential)disclosures. (iib) The Required Lenders shall have the right to review and approve, such approval not to be unreasonably withheld, any public announcement or public filing made after the Closing Date closing date relating to the Bridge NotesNote, or to the Lenders in any way before any such announcement or filing is announced or filed, provided, however, no review or approval shall be required for any such announcement or filing required to be announced or filed by law. In addition, the Lenders shall provide the Borrower Company an opportunity to review and approve any public announcement issued by the Lenders specifically relating to the Bridge NotesNote, such approval not to be unreasonably withheld or delayed; PROVIDEDprovided, HOWEVERhowever, no review or approval shall be required for any such announcement required to be announced by law; PROVIDED FURTHERprovided further, the Lenders shall provide the Borrower Company with an advance copy of any regulatory filings or tombstone ads prepared by or on behalf of the Lenders, but shall not be required to obtain approval by the BorrowerCompany.