Common use of Information; Confidentiality Clause in Contracts

Information; Confidentiality. From and after such time, if any, when the Company ceases to be a public reporting company under the Securities Act, the Company shall provide to each Subscriber, for so long as such Subscriber is a shareholder of the Company, quarterly financial reports within 45 days following the end of the applicable fiscal quarter (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), annual financial reports within 120 days following the end of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have no obligation to deliver any such information to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereof, or any information Subscriber may receive in connection with this Agreement (in each case to the extent the Company has communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by Subscriber in violation of this Agreement, or (d) to Subscriber’s Affiliates and to Subscriber’s and its Affiliates’ employees, legal counsel, independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential. Subscriber will cause all of its and its Affiliate’s representatives to comply with the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such representatives.

Information; Confidentiality. From and after such timeSo long as the Holder holds this Warrant and/or any of the shares of Preferred Stock or Common Stock, if any, when the Company ceases shall deliver to be the Holder such information as the Holder may reasonably request for purposes of the Holder’s compliance with regulatory, accounting and reporting requirements applicable to the Holder. Until such time as the Company becomes a public reporting company under the Securities ActExchange Act of 1934, as amended, so long as the Holder holds this Warrant and/or any of the shares of Preferred Stock or Common Stock: (a) the Company shall deliver to the Holder within 45 days after the end of each of the first three quarters of each fiscal year, the Company’s quarterly, unaudited financial statements and within 180 days after the end of each fiscal year, the Company’s annual, audited financial statements and (b) in the event of an equity financing transaction by the Company, the Company shall provide deliver to each Subscriberthe Holder notice of such equity financing, for so long as together with a copy of all materials delivered to the offerees and purchasers thereunder in connection with such Subscriber is a shareholder transaction, including capitalization tables and information relating to the valuation of the Company. The Holder agrees to keep confidential all information, quarterly financial reports within 45 days following materials, notes, documents and copies concerning the end business of the applicable fiscal quarter (or, if shorter, within such shorter period that such reports are Company provided in accordance with the terms of this Warrant or to the Company’s lenders pursuant to the Credit Agreement), annual financial reports within 120 days following the end Holder as a result of the applicable fiscal year Holder’s status as a stockholder of the Company upon exercise of the Warrant (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement“Information”), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding . Notwithstanding the foregoing, the Holder shall be permitted to disclose Information (i) to its officers, managers, members, partners, directors, employees, affiliates, agents and representatives and the officers, managers, members, partners, directors, employees, agents and representatives of its affiliates (collectively “Representatives”), provided that such Information shall remain confidential and the recipient shall be bound by an obligation of confidentiality (imposed by professional ethics rules or otherwise) with respect to the Information; (ii) to the extent required by applicable laws and regulations or by any subpoena or similar legal process, or to the extent requested by any governmental agency or regulatory authority, after notice to the Company shall have no obligation to deliver any the extent the Holder may provide such information notice without breach of applicable law, rule, regulations or order; (iii) to the extent such information is Information (A) becomes publicly available other than as a result of a breach of this Section 15, (B) becomes available to the Holder or its Representatives from a source other than the Company not required known to be delivered under an obligation of confidentiality to the Company’s lenders pursuant Company with respect to such information or (C) was available to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following Holder or its Representatives prior to its disclosure to the date hereof, without Holder by the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereof, or any information Subscriber may receive in connection with this Agreement ; (in each case iv) to the extent the Company has communicated shall have consented to such disclosure in writing; (v) in connection with the assignment of this Warrant provided that the recipient of the Information agrees to maintain the confidentiality thereofof the Information; or (vi) other than (a) pursuant to in connection with the order exercise of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to its rights and remedies under this Warrant. The Holder shall not use the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by Subscriber Information in violation of this Agreement, or (d) to Subscriber’s Affiliates and to Subscriber’s and its Affiliates’ employees, legal counsel, independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidentialUnited States federal securities laws. Subscriber will cause all of its and its Affiliate’s representatives to comply with the confidentiality The provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of Section 15 shall survive the confidentiality provisions termination, expiration or exercise of this Agreement by any such representativesWarrant.

Information; Confidentiality. From and after such time, if any, when During the Company ceases to be a public reporting company under the Securities Actterm of this Agreement, the Company agrees to cooperate with Mxxxx and to furnish, or cause to be furnished, to Maxim, any and all information and data concerning the Company and a Transaction that Maxim deems appropriate in connection with the rendering of its services hereunder. The Company agrees that any information or advice rendered by Maxim or its or its officers, employees, agents and representatives (“Representatives”) in connection with its engagement hereunder is solely for the Company’s confidential use in connection with its evaluation of a Transaction. Except as otherwise required by law, rule, regulation, or judicial or administrative process, the Company will not, and will not permit any third party to, disclose or otherwise refer to such advice or information without Mxxxx’s prior written consent. Except as contemplated by the terms hereof or as required by applicable law, rule, regulation or judicial or administrative process, Maxim and its Representatives shall provide keep confidential all non-public information (“Information”) provided to each Subscriber, for so long as such Subscriber is a shareholder it by or on behalf of the Company (including, without limitation, Information relating to the Transaction and Information regarding the Target). For purposes of this paragraph, the term Information shall not include information that: (a) is, at the time of disclosure, or subsequently enters the public domain without a breach by Maxim of any obligation owed to the Company, quarterly financial reports within 45 days following the end of the applicable fiscal quarter ; (or, if shorter, within such shorter period that such reports are provided b) became known to Maxim prior to the Company’s lenders pursuant disclosure of such Information to Maxim; (c) became known to Maxim from a source other than the Credit Agreement)Company, annual financial reports within 120 days following and other than by the end breach of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided an obligation of confidentiality owed to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have no obligation to deliver any such information to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereof, or any information Subscriber may receive in connection with this Agreement (in each case to the extent the Company has communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by Subscriber in violation of this Agreement, or (d) is disclosed by the Company to Subscriber’s Affiliates a third party without restrictions on its disclosure. The Company and Maxim acknowledge and agree that this Agreement and the terms of this Agreement are confidential and except as required by law (including, without limitation, any proxy statement or similar filing with the SEC in connection with the Transaction) will not be disclosed to Subscriber’s anyone other than the officers, employees and its Affiliates’ employees, directors of the Company and Maxim and their respective accountants and legal counsel, independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential. Subscriber will cause all of its and its Affiliate’s representatives to comply with Mxxxx acknowledges that the confidentiality provisions of this Agreement shall be deemed to be an agreement to keep the Information in confidence as fully as if they were a party hereto contemplated by Regulation FD promulgated by the Securities and will be responsible for a breach Exchange Commission. In addition, Mxxxx acknowledges and agrees that some of the confidentiality provisions Information may be considered “material non-public information” for purposes of this Agreement the federal securities laws (“Insider Information”) and that Maxim and its Representatives will abide by any such representatives.all securities laws relating to the handling of and acting upon Insider Information related to the Company and the Target. Further, Mxxxx shall comply with all securities laws and regulations,, including, without limitation, Regulation M, in connection with the performance of its duties hereunder. 400 Xxxxxxxxx Xxx. * New York, NY 10174 * tel (000) 000-0000 * (000) 000-0000 * fax (000) 000-0000 * wxx.xxxxxxxx.xxx January 8, 2007 Page 4 of 9

Information; Confidentiality. From (a) Employers will furnish to Xxxxx such information as Xxxxx reasonably believes appropriate to its engagement hereunder (the “Information”). (b) Xxxxx (i) will use and after such time, if any, when rely on the Company ceases to be a public reporting company under the Securities Act, the Company shall provide to each Subscriber, for so long as such Subscriber is a shareholder accuracy and completeness of the CompanyInformation, quarterly financial reports within 45 days following the end of the applicable fiscal quarter (orii) is not responsible for, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), annual financial reports within 120 days following the end of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have has no obligation to deliver any such information independently verify, the accuracy or completeness of the Information, (iii) has no obligation to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligationsundertake an independent evaluation, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereofappraisal, or physical inspection of any information Subscriber may receive assets or liabilities of Employers, and (iv) will assume that any financial forecasts furnished to or discussed with Xxxxx by Employers have been reasonably prepared and reflect the best then currently available estimates and judgment of Employers’ management. (c) Information provided by Employers to Xxxxx in connection with this Agreement will be kept confidential and will only be used by Xxxxx for purposes of this engagement, except information that (i) was in each case to the extent the Company has communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof Xxxxx’x possession prior to such disclosure)its disclosure by Employers, (bii) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available disclosed other than by reason of disclosure by Subscriber Xxxxx in violation of this Agreement, (iii) is obtained by Xxxxx on a non-confidential basis from a person other than Employers who, to the knowledge of Xxxxx is not bound by a confidentiality agreement with Employers, (iv) Employers agree may be disclosed, or (v) is required or requested to be disclosed under compulsion of law (whether by oral question, interrogatory, subpoenas, civil investigative demand or otherwise), by order of any court or governmental or regulatory authority or body or by Xxxxx’x independent auditors or accountants. Employers understand that Xxxxx may currently or in the future be involved in advising others in the same or related businesses and agrees that nothing contained herein shall act as a bar to or inhibit Xxxxx from engaging in those activities so long as Xxxxx otherwise complies with the above provisions. (d) Any financial advice rendered by Xxxxx pursuant to Subscriber’s Affiliates this Agreement is intended solely for the benefit and use of management and the board of directors of Employers in considering the matters to Subscriber’s which this Agreement relates, is not on behalf of, and its Affiliates’ employeesshall not confer rights or remedies upon, legal counselany person other than the management and board of directors of Employers, and may not be used or relied upon for any other purpose. No such financial advice may be disclosed publicly in any manner without Xxxxx’x prior written approval and all such advice will be treated by Employers as confidential, except if such advice is required or requested to be disclosed under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise), by order of any court or governmental or regulatory authority or body or by Xxxxx’x independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential. Subscriber will cause all of its and its Affiliate’s representatives to comply with the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such representativesaccountants.

Information; Confidentiality. From In addition to, and after such timenot in limitation of, if any, when AIP’s rights and obligations pursuant to Section 3 of the Company ceases to be a public reporting company under the Securities Act, the Shareholders Agreement: (a) The Company shall provide to each Subscriber, for so long as such Subscriber is a shareholder of the Company, quarterly financial reports within 45 days following the end of the applicable fiscal quarter (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), annual financial reports within 120 days following the end of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case in the same form provided to the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have no obligation to deliver any furnish AIP with such information to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or the terms and conditions hereof, or any information Subscriber may receive as AIP reasonably requests in connection with performing the requested Services hereunder (all such information so furnished being referred to hereinafter as the “Information”). The Company recognizes and confirms that AIP (i) will use and rely primarily on the Information and information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, and (ii) do not assume responsibility for the accuracy or completeness of the Information and such other information. (b) AIP agrees to keep confidential and not divulge any Information, and to use such Information only in each case to connection with performing the extent the Company has communicated the confidentiality thereofrequested Services hereunder; provided that nothing herein shall prevent AIP from disclosing such Information (i) other than (a) pursuant to upon the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure)agency, (bii) upon the request or demand of any regulatory agency or authority having jurisdiction over SubscriberAIP, (ciii) to the extent that such information is required or becomes publicly available requested pursuant to subpoena, interrogatories or other than by reason of disclosure by Subscriber in violation of this Agreementdiscovery requests, or (div) to SubscriberAIP’s Affiliates officers, directors, managers, employees, consultants, financial advisors, counsel, accountants and other representatives (“Representatives”) in connection with performing the Services; provided that in the case of clause (i), (ii) or (iii) above, AIP shall notify the Company of the proposed disclosure in advance of such disclosure (to Subscriberthe extent legally permissible) and use reasonable best efforts to ensure that any Information so disclosed is accorded confidential treatment. The Company acknowledges that AIP’s review, and the review of AIP’s Representatives, of the Information may inevitably enhance such Person’s knowledge and understanding of the industries in which the Company and its Affiliates’ employees, legal counsel, independent auditors Subsidiaries operate in a way that cannot be separated from such Person’s other knowledge and other agents (collectively “representatives”) who need to know the Company agrees that the foregoing sentence shall not restrict such information and who are informed of the confidential nature Person’s use of such information general industry knowledge and are understanding retained in such Person’s unaided memory without reference to Information in written, electronic or have been advised of their obligation other fixed form, which may be included in the Information and that is not specific to keep information of this type confidential. Subscriber will cause all of the Company or its and its Affiliate’s representatives to comply businesses, including in connection with investments in other companies in the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such representativessame or similar industries.

Information; Confidentiality. From and after such time, if any, when Purchaser represents that it has received (or otherwise had made available to it by the filing by the Company ceases of an electronic version thereof with the SEC on or prior to the date hereof) the Base Prospectus, dated March 27, 2019, which is a part of the Registration Statement, the documents incorporated by reference therein and any free writing prospectus, prior to or in connection with the receipt of this Agreement. Purchaser acknowledges that, prior to the delivery of this Agreement to the Company, Purchaser will receive certain additional information regarding the offering, including pricing information which shall be a public reporting company consistent with the terms set forth herein. Such information may be provided to Purchaser by any means permitted under the Securities Act, including the Prospectus, a free writing prospectus and oral communications, but all such information shall be provided prior to the execution of this Agreement by Purchaser and shall be consistent with the terms set forth herein. Purchaser and its advisors, if any, have been furnished with all publicly available materials relating to the business, finances and operations of the Company shall provide and such other publicly available materials relating to each Subscriberthe offer and sale of the Shares as have been requested by Purchaser. Purchaser and its advisors, for so long as such Subscriber is a shareholder if any, have been afforded the opportunity to ask questions of the Company, quarterly financial reports within 45 days following the end of the applicable fiscal quarter (or. Neither such inquiries nor any other due diligence investigations conducted by Purchaser or its advisors, if shorterany, within or its representatives shall modify, amend or affect such shorter period that such reports are provided Purchaser’s right to rely on the Company’s lenders pursuant representations and warranties contained herein. Purchaser understands that its investment in the Shares involves a high degree of risk. Purchaser is able to bear the Credit Agreement), annual economic risk of an investment in the Shares including a total loss and has such knowledge and experience in financial reports within 120 days following and business matters that it is capable of evaluating the end merits and risks of the applicable fiscal year (or, if shorter, within such shorter period that such reports are provided to the Company’s lenders pursuant to the Credit Agreement) and management discussion and analysis or similar reports (at the same time that such reports are provided to the Company’s lenders pursuant to the Credit Agreement), in each case proposed investment in the same form provided Shares. Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Company’s lenders as required by the Credit Agreement; provided, that notwithstanding the foregoing, the Company shall have no obligation Shares. Other than to deliver any such information other persons party to the extent such information is not required to be delivered to the Company’s lenders pursuant to the Credit Agreement. Without limiting any of Subscriber’s pre-existing confidentiality obligations, Subscriber shall not, for a period of six (6) months following the date hereof, without the Company’s prior written consent, disclose to any other person or entity the nature, extent or fact that Subscriber is entering this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and affiliates, such Purchaser has maintained the terms and conditions hereof, or any information Subscriber may receive confidentiality of all disclosures made to it in connection with this Agreement transaction (in each case to including the extent the Company has communicated the confidentiality thereof) other than (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case Subscriber agrees, to the extent practicable existence and not prohibited by applicable Law, to inform the Company promptly thereof prior to such disclosure), (b) upon the request or demand of any regulatory authority having jurisdiction over Subscriber, (c) to the extent that such information is or becomes publicly available other than by reason of disclosure by Subscriber in violation terms of this Agreement, or (d) to Subscriber’s Affiliates and to Subscriber’s and its Affiliates’ employees, legal counsel, independent auditors and other agents (collectively “representatives”) who need to know such information and who are informed of the confidential nature of such information and are or have been advised of their obligation to keep information of this type confidential. Subscriber will cause all of its and its Affiliate’s representatives to comply with the confidentiality provisions of this Agreement as fully as if they were a party hereto and will be responsible for a breach of the confidentiality provisions of this Agreement by any such representativestransaction).