Common use of Confidentiality; Public Statements Clause in Contracts

Confidentiality; Public Statements. (a) Each Party shall execute a customary confidentiality agreement as reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction. (b) Each Party acknowledges that it has had or may have access to certain Confidential Information (as defined below). Each Party agrees that it shall, and shall cause its directors, officers, employees, Affiliates, agents and representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (i) as required by law, regulation or legal or regulatory process, (ii) to its directors, officers, employees, Affiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or the Transaction, (iii) as authorized by writing by a Party that has authority to provide such authorization or (iv) in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (i) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each affected Party of the existence, terms and circumstances surrounding such obligation; (y) consult with such affected Party on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that this Agreement has been entered into and the terms and conditions set forth herein, (B) the fact that the Parties are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generally, other than as a result of disclosure by a Party or its directors, officers, employees, Affiliates, agents or representatives in breach of the terms of this Agreement.

Confidentiality; Public Statements. (a) Each Party shall execute a customary confidentiality agreement as reasonably required by of SPC and the Target in connection with gaining access to information with respect to the Target in connection with the Transaction. (b) Each Party Stockholders acknowledges that it has had or may have access to certain information provided by or on behalf of the other Party concerning or relating to the Bid and the Transaction which is either confidential or proprietary in nature (collectively, the “Confidential Information (as defined belowInformation”). Each Party agrees that it shall, and shall cause its directors, officers, employees, Affiliates, agents affiliates and representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (i) as required by law, regulation or legal or regulatory process, (ii) to its directors, officers, employees, Affiliatesaffiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or the Transaction, (iii) as disclosed in the ordinary course to partners in funds affiliated with SPC and related co-investors (provided that such partners and co-investors shall be subject to this Section 4 to the same extent as SPC and SPC shall be responsible for any breaches of this Section 4 by such partners and co-investors), (iv) as authorized by writing by a Party that has authority to provide such authorization BZ (in the case of disclosure by SPC) or by SPC (in the case of disclosure by any of the Stockholders) or (ivv) in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (i) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each affected the other Party of the existence, terms and circumstances surrounding such obligation; (y) consult with such affected the other Party on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that For purposes of this Agreement has been entered into and the terms and conditions set forth hereinAgreement, (B) the fact that the Parties are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generallygenerally (including if disclosed by AmTrust), other than as a result of disclosure by a Party or its directors, officers, employees, Affiliates, agents affiliates or representatives in breach of the terms of this Agreement. (b) Neither Party shall issue any press release or otherwise make any public statement (including, in the case of any of the Stockholders, any amendment to any of the Stockholders’ Statement on Schedule 13D filed in respect of AmTrust) with respect to an actual or potential Bid or Transaction involving the other Party without the prior consent of BZ (in the case of SPC) and SPC (in the case of any of the Stockholders) unless such press release or public statement is (i) required by law, regulation or legal or regulatory process or (ii) in the case of BZ, in the ordinary course of business in his capacity as Chief Executive Officer of AmTrust. In the event that a Party becomes obligated to issue a press release or otherwise make a public statement as described in clause (i) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible BZ (in the case of SPC) or SPC (in the case of any of the Stockholders) of the existence, terms and circumstances surrounding such obligation; (y) to the extent time permits, consult with BZ (in the case of SPC) or SPC (in the case of any of the Stockholders) on the content of such press release or other public statement; and (z) if requested to do so, include the name of any of the Stockholders (in the case of SPC) or SPC (in the case of any of the Stockholders) in such press release or other public statement only if legally compelled to do so.

Confidentiality; Public Statements. (ai) Each Party shall execute a customary confidentiality agreement as reasonably required by of the Target in connection with gaining access to information with respect to the Target in connection with the Transaction. (b) Each Party Parties acknowledges that it has had or may have access to certain information provided by or on behalf of the other Parties concerning or relating to the Merger and the other transactions contemplated hereby which is either confidential or proprietary in nature (collectively, the “Confidential Information (as defined belowInformation”). Each Party agrees that it shall, and shall cause its directors, officers, employees, Affiliates, agents Affiliates and representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (iA) as required by law, regulation or legal or regulatory process, (iiB) to its directors, officers, employees, Affiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or Merger and the Transactionother transactions contemplated thereby, (iiiC) as disclosed in the ordinary course to partners in funds affiliated with Trident and related co-investors (provided, that such partners and co-investors shall be subject to this Section 18(a) to the same extent as Trident and Trident shall be responsible for any breaches of this Section 18(a) by such partners and co-investors), (D) as authorized by writing by a Party that has authority to provide such authorization the Requisite Investors or (ivE) in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (iA) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each affected Party the Requisite Investors of the existence, terms and circumstances surrounding such obligation; , (y) consult with such affected Party the Requisite Investors on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; , and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that For purposes of this Agreement has been entered into and the terms and conditions set forth hereinAgreement, (B) the fact that the Parties are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generallygenerally (including if disclosed by the Company), other than as a result of disclosure by a Party or its directors, officers, employees, Affiliates, agents Affiliates or representatives in breach of the terms of this Agreement. (ii) Except as expressly contemplated by this Agreement, no Party shall issue any press release or otherwise make any public statement (including, in the case of any of the Stockholders, any amendment to any of the Stockholders’ statement on Schedule 13D filed in respect of the Company) with respect to the Merger and the other transactions contemplated hereby involving any other Party without the prior consent of the Requisite Investors unless such press release or public statement is (A) required by law, regulation or legal or regulatory process or (B) in the case of BZ, in the ordinary course of business in his capacity as Chief Executive Officer of the Company. In the event that a Party becomes obligated to issue a press release or otherwise make a public statement as described in clause (A) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible the Requisite Investors of the existence, terms and circumstances surrounding such obligation; (y) to the extent time permits, consult with the Requisite Investors on the content of such press release or other public statement; and (z) if requested to do so, include the name of any of the other Parties in such press release or other public statement only if legally compelled to do so.

Confidentiality; Public Statements. (a) Each Party shall execute a customary confidentiality agreement as reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction. (b) Each Party 4.1 Investor acknowledges that it has had or may have access to certain information provided by or on behalf of Parent concerning or relating to the Merger and the other transactions contemplated hereby or by the Merger Agreement which is either confidential or proprietary in nature (collectively, the “Confidential Information (as defined belowInformation”). Each Party Investor agrees that it shall, and shall cause its directors, officers, employees, Affiliates, agents Affiliates and representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (iA) as required by law, regulation or legal or regulatory process, (iiB) to its directors, officers, employees, Affiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or Merger and the Transactionother transactions contemplated by this Agreement and by the Merger Agreement, (iiiC) as disclosed in the ordinary course to partners in funds affiliated with Investor and its Affiliates and related co-investors (provided, that such partners and co-investors shall be subject to this Section 4.1 to the same extent as Investor and Investor shall be responsible for any breaches of this Section 4.1 by such partners and co-investors), (D) as authorized by writing by a Party that has authority to provide such authorization the Parent, or (ivE) as required in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party Investor receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (iA) of the preceding sentence, it shall, to the extent permitted by law, (x) notify as promptly as possible each affected Party Parent of the existence, terms and circumstances surrounding such obligation; , (y) consult with such affected Party Parent on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; disclosure (which such actions would be at the expense of Parent), and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that For purposes of this Agreement has been entered into and the terms and conditions set forth hereinAgreement, (B) the fact that the Parties are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generallygenerally (including if disclosed by the Company), other than as a result of disclosure by a Party or its directors, officers, employees, Affiliates, agents Affiliates or representatives in breach of the terms of this Agreement. 4.2 Except as expressly contemplated by this Agreement, Investor shall not issue any press release or otherwise make any public statement with respect to the Merger or the other transactions contemplated by this Agreement or by the Merger Agreement without the prior consent of Parent, unless such press release or public statement is required by law, regulation, or legal or regulatory process. In the event that Investor becomes obligated to issue a press release or otherwise make a public statement as described in the preceding sentence, it shall, to the extent permitted by law, (x) notify Parent in writing as promptly as possible of the existence, terms and circumstances surrounding such obligation; (y) consult with Parent on the content of such press release or other public statement; and (z) if requested to do so, include the name of any of the other Parties in such press release or other public statement only if legally compelled to do so.

Confidentiality; Public Statements. (a) Each Party shall execute a customary confidentiality agreement as reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction. (b) Each Party 4.1 Investor acknowledges that it has had or may have access to certain information provided by or on behalf of Parent concerning or relating to the Merger and the other transactions contemplated hereby or by the Merger Agreement which is either confidential or proprietary in nature (collectively, the “Confidential Information (as defined belowInformation”). Each Party Investor agrees that it shall, and shall cause direct its directors, officers, employees, Affiliates, agents Affiliates and representatives to, maintain the confidentiality of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entity, except (iA) as required by law, regulation or legal or regulatory process, (iiB) to its directors, officers, employees, Affiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or Merger and the Transactionother transactions contemplated by this Agreement and by the Merger Agreement, (iiiC) as disclosed in the ordinary course to partners in funds affiliated with Investor and its Affiliates and related co-investors (provided, that such partners and co-investors shall be subject to this Section 4.1 to the same extent as Investor and Investor shall be responsible for any breaches of this Section 4.1 by such partners and co-investors), (D) as authorized by writing by a Party that has authority to provide such authorization the Parent, or (ivE) as required in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party Investor receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (iA) of the preceding sentence, it shall, to the extent practicable and permitted by law, (x) notify as promptly as possible each affected Party Parent of the existence, terms and circumstances surrounding such obligation; , (y) consult with such affected Party Parent on the advisability of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; disclosure (which such actions would be at the expense of Parent), and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that For purposes of this Agreement has been entered into and the terms and conditions set forth hereinAgreement, (B) the fact that the Parties are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generallygenerally (including if disclosed by the Company), other than as a result of disclosure by a Party Investor or its directors, officers, employees, Affiliates, agents Affiliates or representatives in breach of the terms of this Agreement. 4.2 Except as expressly contemplated by this Agreement, Investor shall not issue any press release or otherwise make any public statement with respect to the Merger or the other transactions contemplated by this Agreement or by the Merger Agreement without the prior consent of Parent, unless such press release or public statement is required by law, regulation, or legal or regulatory process. In the event that Investor becomes obligated to issue a press release or otherwise make a public statement as described in the preceding sentence, it shall, to the extent permitted by law, (A) notify Parent in writing as promptly as possible of the existence, terms and circumstances surrounding such obligation and (B) consult with Parent on the content of such press release or other public statement.

Confidentiality; Public Statements. (a) Each Party shall execute a customary confidentiality agreement as reasonably required by will maintain in confidence, and cause its affiliates and their respective officers, directors, partners, members, employees, agents, representatives, and lenders to maintain in confidence, any written, oral or other information obtained in confidence from the Target other Party in connection with gaining access this Assignment or the transactions contemplated hereby unless such information is already known to such Party, is obtained from a person not otherwise bound by a duty of confidentiality, becomes publicly available through no breach of this Assignment by such Party, or unless the use of such information with respect is necessary in making any government filing or obtaining any government consent or approval required for the consummation of the transactions contemplated hereby, or unless the furnishing or use of such information is required by any legal proceeding, rule, regulation, applicable law, or the rules of any stock exchange, provided that prior to the Target furnishing or using such information in connection with any legal proceeding, rule, regulation, applicable law, or the Transactionrules of any stock exchange, the disclosing Party shall give the non-disclosing Party prompt written notice in advance of the required disclosure so that an appropriate protective order may be sought by the non-disclosing Party, if appropriate. Notwithstanding the foregoing, this Section 5(a) shall not affect any other confidentiality agreement between the Parties. (b) Each Before a Party acknowledges that it has had or any of their affiliates releases any information concerning this Assignment or the transactions or matters contemplated hereby which is intended for or may have access result in public dissemination thereof, it shall cooperate with the other Party, shall furnish drafts of all documents or proposed oral statements to certain Confidential Information (as defined below). Each the other Party, provide the other Party agrees that it shallthe opportunity to review and comment upon any such documents or statements, and shall cause its directors, officers, employees, Affiliates, agents and representatives to, maintain not release or permit the confidentiality release of any such information without the written consent of the Confidential Information and refrain from disclosing any Confidential Information to any third person or entityother Party, except (i) as required by law, regulation or legal or regulatory process, (ii) to its directors, officers, employees, Affiliates, representatives and third-party advisors who need to know such Confidential Information in connection with advising such Party with respect to the Bid or the Transaction, (iii) as authorized by writing by a Party that has authority to provide such authorization or (iv) in any proceeding arising from a dispute between the Parties alleging a breach of the terms of this Agreement. In the event that a Party receives a request to disclose all or any part of the Confidential Information from a court or governmental or regulatory authority or agency or is obligated to disclose any portion of the Confidential Information as described in clause (i) of the preceding sentence, it shall, to the extent permitted required by lawany legal proceeding, (x) notify as promptly as possible each affected Party rule, regulation, applicable law or the rules of the existence, terms and circumstances surrounding such obligation; (y) consult with such affected Party any securities exchange or automated quotation system on the advisability which its securities or those of taking legally available steps to resist or defend against such obligation or to protect the confidentiality of such Confidential Information following such disclosure; and (z) if disclosure of such Confidential Information shall be required, furnish only that portion of the Confidential Information that such Party is requested or legally compelled to disclose. “Confidential Information” shall mean (A) the fact that this Agreement has been entered into and the terms and conditions set forth herein, (B) the fact that the Parties its affiliate are considering the Transaction, the Bid and that discussions have been, are being or may be conducted with Target and its representatives with respect to the Transaction and the terms and conditions of the Transaction and (C) any information exchanged by or on behalf of (or derived from) the Parties and/or their Affiliates in connection with the Transaction; provided, that “Confidential Information” shall not include information that is or becomes available to the public generally, other than as a result of disclosure by a Party or its directors, officers, employees, Affiliates, agents or representatives in breach of the terms of this Agreementtraded.