Common use of Quarterly and Annual Reports and Rule 144A Information Requirement Clause in Contracts

Quarterly and Annual Reports and Rule 144A Information Requirement. (a) Prior to the consummation of the Qualified IPO, the Company shall prepare and deliver to the Trustee and the Holders of Notes the following information: (i) within 120 days after the end of each fiscal year of the Company: (A) annual consolidated financial statements and the notes thereto (which shall be audited if the Company prepares audited annual financial statements) of the Company in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s consolidated balance sheet as at the end of such fiscal year and its consolidated statements of income, stockholders’ equity and changes in cash flow of the Company for such fiscal year, prepared in accordance with generally accepted accounting principles consistently applied (and certified by independent public accountants if such financial statements and notes thereto are audited); and (B) the Company’s then-current consolidated capitalization table as of the end of such fiscal year; and (ii) within 45 days after the end of each of the Company’s first three fiscal quarters of each of the Company’s fiscal years beginning with the fiscal quarter ending March 31, 2016, unaudited consolidated financial statements and the notes thereto of the Company in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as at the end of such fiscal quarter and an unaudited consolidated statement of income for such fiscal quarter, each prepared in accordance with generally accepted accounting principles consistently applied, and an unaudited consolidated statement of changes in cash flow for such fiscal quarter, which the Company shall use its reasonable best efforts to prepare in accordance with generally accepted accounting principles consistently applied. By receiving such information, each Holder shall be deemed to agree that as a condition to receiving such information that such information is confidential and may not be used, reproduced, disclosed or disseminated to any other Person (other than its directors, members, partners, officers, employees, accountants, attorneys and other agents having a need to know the contents of such information and who are bound by confidentiality obligations at least as restrictive as those set forth in this paragraph) unless such information (1) has been made available to the public generally by the Company, (2) was in the Holder’s possession before receipt of such information pursuant to this Section 4.06(a), (3) is or becomes a matter of public knowledge through no action or inaction of such Holder that is prohibited by this paragraph, (4) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (5) is required to be disclosed by such Holder (or its directors, members, partners, officers, employees, accountants, attorneys or other agents) under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder, its directors, members, partners, officers, employees, accountants, attorneys or other agents, as the case may be, is subject; provided that, to the extent such Holder is subject to such compulsion of law or order and to the extent lawfully permitted to do so and other than in respect of any disclosure of such information made to any banking, financial, securities or similar supervisory or regulatory or governmental authority exercising its supervisory, examination or audit functions over such Holder, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fail to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (6) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority in connection with the enforcement of such Holder’s rights under this indenture or (7) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser (1) is not a Competitor of the Company, as reasonably determined by the Company, and (2) agrees in writing to the Company to abide by the confidentiality provisions described in this Section 4.06(a). (b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time. (c) On and after the consummation of the Company’s first firmly underwritten registered public offering of Common Stock, the Company shall file with the Trustee, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any documents or reports that the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be delivered and filed with the Trustee for purposes of this Section 4.06(c) at the time such documents are filed via the XXXXX system (or any successor thereto); provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). (d) Delivery of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). (e) Within ten (10) Business Days following the Financial Statement Availability Date for a fiscal quarter, the Company shall deliver to the Trustee, and the Trustee shall provide to Holders upon request, a statement setting forth in reasonable detail the Company’s calculation of Collateral Value as of the last day of such fiscal quarter. In addition, the Company shall deliver to each Holder of the Notes a statement setting forth in reasonable detail the Company’s calculation of Investment Collateral Value with respect to a Significant Investment (or one or more Investments, which taken together would constitute a Significant Investment, that were not previously reported pursuant to this Section 4.06(e)) no later than ten (10) Business Days following the Calculation Date for such Significant Investment.

Quarterly and Annual Reports and Rule 144A Information Requirement. (a) Prior to the consummation of the Qualified IPOPublic Company Event, the Company shall prepare and deliver to the Trustee and the Holders of Notes Representative (for distribution to each Holder) the following information: (i) (A) for the fiscal year ending December 31, 2020, by no later than June 30, 2021, and, (B) within 120 days after the end of each fiscal year of the CompanyCompany beginning with the fiscal year ending December 31, 2021: (A) annual consolidated financial statements and the notes thereto (which shall be audited if and include the Company prepares audited annual financial statementsreport of the independent public accountants thereon) of the Company and its Subsidiaries in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s and its Subsidiaries’ consolidated balance sheet as at of the end of such fiscal year and its consolidated statements of incomeoperations, stockholdersmembers’ equity (or analogous financial statement if the Company is not a limited liability company) and changes in cash flow of the Company for and its Subsidiaries or such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied (and certified by independent public accountants if such financial statements and notes thereto are audited)applied; and (B) the Company’s then-then current consolidated capitalization table as of the end of such fiscal year; and (ii) (A) within 75 days after the end of the fiscal quarter ending Xxxxx 00, 0000, (X) within 45 days after the end of each the second and third fiscal quarters of the Company’s fiscal year ending December 31, 2021 and the end of the first three fiscal quarters of each of the Company’s fiscal years beginning with the fiscal quarter ending March 31, 2016thereafter, unaudited consolidated financial statements and the notes thereto of the Company and its Subsidiaries in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as at of the end of such fiscal quarter and an unaudited consolidated statement statements of income operation and changes in cash flow of the Company and its Subsidiaries for such fiscal quarter, each prepared in accordance with generally accepted accounting principles consistently applied, and an unaudited consolidated statement of changes in cash flow for such fiscal quarter, which the Company shall use its reasonable best efforts to prepare in accordance with generally accepted accounting principles GAAP consistently applied. By receiving Each Holder acknowledges and agrees that such information, each Holder information is confidential and shall be deemed to agree that as a condition to receiving such information that such information is confidential and may not be used, reproduced, disclosed or disseminated to any other Person (other than its such Holder’s directors, members, partners, officers, employees, accountants, attorneys and other agents having a need to know (“Holder Representatives”) who have been informed by Holder of the contents confidential nature of such information and who are bound by for whose compliance with the confidentiality obligations at least as restrictive as those set forth in requirements of this paragraphparagraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) was in the Holder’s possession before receipt of such information pursuant to this Section 4.06(a), (3) is or becomes a matter of public knowledge through no action or inaction of such Holder that is prohibited by in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (4) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (53) is required to be disclosed by such Holder (or its directors, members, partners, officers, employees, accountants, attorneys or other agentsa Holder Representative) under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder, its directors, members, partners, officers, employees, accountants, attorneys Holder or other agentsHolder Representatives, as the case may be, is subject; provided that, to the extent such Holder is subject to such compulsion of law or order and to the extent lawfully permitted to do so and other than in respect of any disclosure of such information made to any banking, financial, securities or similar supervisory or regulatory or governmental authority exercising its supervisory, examination or audit functions over such Holderso, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fail fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (64) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this indenture Agreement or (75) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser (1) is not executes a Competitor of non-disclosure or similar agreement with the Company, as reasonably determined by the Company, and (2) Company or otherwise agrees in writing to the Company Company, in a form reasonably satisfactory to the Company, to abide by the confidentiality provisions described in this Section 4.06(a). (b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time.[Intentionally omitted] (c) On and after the consummation of the Company’s first firmly underwritten registered public offering of Common StockPublic Company Event, the Company or, if applicable, Successor Company, as applicable, shall file with the TrusteeRepresentative, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange ActAct (whether or not the same are filed with the Commission within such grace period)), copies of any documents or reports that the Company is or the Guarantors, as applicable, are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company or the Guarantor, as applicable files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be delivered and filed with the Trustee Representative for purposes of this Section 4.06(c) at the time such documents are filed via the XXXXX system (or any successor thereto); provided, however, that the Trustee Representative shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). (d) Delivery of reports, information and documents to the Trustee Representative under this Indenture Agreement is for informational purposes only and the information and the TrusteeRepresentative’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Trustee Representative is entitled to rely exclusively on an Officer’s Certificate). (e) Within ten (10) Business Days following the Financial Statement Availability Date for a fiscal quarter, the Company shall deliver to the Trustee, and the Trustee shall provide to Holders upon request, a statement setting forth in reasonable detail the Company’s calculation of Collateral Value as of the last day of such fiscal quarter. In addition, the Company shall deliver to each Holder of the Notes a statement setting forth in reasonable detail the Company’s calculation of Investment Collateral Value with respect to a Significant Investment (or one or more Investments, which taken together would constitute a Significant Investment, that were not previously reported pursuant to this Section 4.06(e)) no later than ten (10) Business Days following the Calculation Date for such Significant Investment.

Quarterly and Annual Reports and Rule 144A Information Requirement. (a) Prior to the consummation of the Qualified IPOPublic Company Event, the Company shall prepare and deliver to the Trustee and the Holders of Notes Representative (for distribution to each Holder) the following information: (i) within 120 days after the end of each fiscal year of the CompanyCompany beginning with the fiscal year ending December 31, 2020: (A) annual consolidated financial statements and the notes thereto (which shall be audited if and include the Company prepares audited annual financial statementsreport of the independent public accountants thereon) of the Company and its Subsidiaries in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s and its Subsidiaries’ consolidated balance sheet as at of the end of such fiscal year and its consolidated statements of incomeoperations, stockholdersmembers’ equity (or analogous financial statement if the Company is not a limited liability company) and changes in cash flow of the Company for and its Subsidiaries or such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied (and certified by independent public accountants if such financial statements and notes thereto are audited)applied; and (B) the Company’s then-then current consolidated capitalization table as of the end of such fiscal year; and (ii) within 45 days after the end of each of the Company’s first three fiscal quarters of each fiscal year of the Company’s fiscal years Company beginning with the fiscal quarter ending March 31, 20162021, unaudited consolidated financial statements and the notes thereto of the Company and its Subsidiaries in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as at of the end of such fiscal quarter and an unaudited consolidated statement statements of income operation and changes in cash flow of the Company and its Subsidiaries for such fiscal quarter, each prepared in accordance with generally accepted accounting principles consistently applied, and an unaudited consolidated statement of changes in cash flow for such fiscal quarter, which the Company shall use its reasonable best efforts to prepare in accordance with generally accepted accounting principles GAAP consistently applied. By receiving Each Holder acknowledges and agrees that such informationinformation is confidential, each Holder and shall be deemed to agree that agree, as a condition to receiving such information information, that such information is confidential and may not be used, reproduced, disclosed or disseminated to any other Person (other than its such Holder’s directors, members, partners, officers, employees, accountants, attorneys and other agents having a need to know (“Holder Representatives”) who have been informed by Holder of the contents confidential nature of such information and who are bound by for whose compliance with the confidentiality obligations at least as restrictive as those set forth in requirements of this paragraphparagraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) was in the Holder’s possession before receipt of such information pursuant to this Section 4.06(a), (3) is or becomes a matter of public knowledge through no action or inaction of such Holder that is prohibited by in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (43) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (54) is required to be disclosed by such Holder (or its directors, members, partners, officers, employees, accountants, attorneys or other agentsa Holder Representative) under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder, its directors, members, partners, officers, employees, accountants, attorneys Holder or other agentsHolder Representatives, as the case may be, is subject; provided that, to the extent such Holder is subject to such compulsion of law or order and to the extent lawfully permitted to do so and other than in respect of any disclosure of such information made to any banking, financial, securities or similar supervisory or regulatory or governmental authority exercising its supervisory, examination or audit functions over such Holderso, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fail fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (65) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this indenture Agreement or (76) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser (1) is not executes a Competitor of non-disclosure or similar agreement with the Company, as reasonably determined by the Company, and (2) Company or otherwise agrees in writing to the Company Company, in a form reasonably satisfactory to the Company, to abide by the confidentiality provisions described in this Section 4.06(a). (b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time.. Notwithstanding the foregoing, the Company shall have no obligations pursuant to this clause (b) with respect to shares of Common Stock for which Rule 144A is not available at such time for resales thereof (c) On and after the consummation of the Company’s first firmly underwritten registered public offering of Common StockQualified Public Company Event, the Company or, if applicable, Successor Company (if a Listing Event or a SPAC Transaction in which the Company merges with and into SPAC (with SPAC as the surviving company)) or the SPAC Guarantor (if a SPAC Transaction constituted the Qualified Public Company Event and upon the consummation of such SPAC Transaction the Company is a direct or indirect subsidiary of the SPAC), as applicable, shall file with the TrusteeRepresentative, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange ActAct (whether or not the same are filed with the Commission within such grace period)), copies of any documents or reports that the Company is or the Guarantors, as applicable, are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company or the Guarantor, as applicable files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be delivered and filed with the Trustee Representative for purposes of this Section 4.06(c4.06(b) at the time such documents are filed via the XXXXX system (or any successor thereto); provided, however, that the Trustee Representative shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). (d) Delivery of reports, information and documents to the Trustee Representative under this Indenture Agreement is for informational purposes only and the information and the TrusteeRepresentative’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Trustee Representative is entitled to rely exclusively on an Officer’s Certificate). (e) Within ten (10) Business Days following the Financial Statement Availability Date for a fiscal quarter, the Company shall deliver to the Trustee, and the Trustee shall provide to Holders upon request, a statement setting forth in reasonable detail the Company’s calculation of Collateral Value as of the last day of such fiscal quarter. In addition, the Company shall deliver to each Holder of the Notes a statement setting forth in reasonable detail the Company’s calculation of Investment Collateral Value with respect to a Significant Investment (or one or more Investments, which taken together would constitute a Significant Investment, that were not previously reported pursuant to this Section 4.06(e)) no later than ten (10) Business Days following the Calculation Date for such Significant Investment.

Quarterly and Annual Reports and Rule 144A Information Requirement. (a) Prior to the consummation of the Qualified IPOPublic Company Event or Other Listing Event, the Company shall prepare and deliver to the Trustee and each Holder (which delivery requirement to the Holders of Notes will be deemed satisfied by posting such information to a website, which may be password protected, accessible by Holders) the following information: (i) within 120 days after the end of each fiscal year of the Company:Company (beginning with the fiscal year ending December 31, 2020): (A) annual consolidated financial statements and the notes thereto (which shall be audited if and include the Company prepares audited annual financial statementsreport of the independent public accountants thereon) of the Company and its Subsidiaries in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s and its Subsidiaries’ consolidated balance sheet as at of the end of such fiscal year and its consolidated statements of incomeoperations, stockholdersmembers’ equity (or analogous financial statement if the Company is not a limited liability company) and changes in cash flow of the Company for and its Subsidiaries or such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied (and certified by independent public accountants if such financial statements and notes thereto are audited)applied; and (B) the Company’s then-then current consolidated capitalization table as of the end of such fiscal year; and; (ii) within 45 days after the end of each of the Company’s first three fiscal quarters of each of the Company’s fiscal years year beginning with the fiscal quarter ending March 31September 30, 20162020, unaudited consolidated financial statements and the notes thereto of the Company and its Subsidiaries in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as at of the end of such fiscal quarter and an unaudited consolidated statement statements of income operation and changes in cash flow of the Company and its Subsidiaries for such fiscal quarter, each prepared in accordance with generally accepted accounting principles GAAP consistently applied, ; (iii) the Company’s current forecasted operating plan and an unaudited consolidated statement of changes in cash flow for such fiscal quarterforecast as contemplated by Section 4.13, which shall be prepared in good faith and delivered to the Company shall use its reasonable best efforts to prepare Holders no later than (i) in accordance with generally accepted accounting principles consistently appliedcalendar year 2021, the one-year anniversary of the Issue Date and (ii) in subsequent calendar years, September 1 of each such year. By receiving Each Holder acknowledges and agrees that such information, each Holder information is confidential and shall be deemed to agree that as a condition to receiving such information that such information is confidential and may not be used, reproduced, disclosed or disseminated to any other Person (other than its such Holder’s directors, members, partners, officers, employees, accountants, attorneys and other agents having a need to know (“Holder Representatives”) who have been informed by Holder of the contents confidential nature of such information and who are bound by for whose compliance with the confidentiality obligations at least as restrictive as those set forth in requirements of this paragraphparagraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) was in the Holder’s possession before receipt of such information pursuant to this Section 4.06(a), (3) is or becomes a matter of public knowledge through no action or inaction of such Holder that is prohibited by in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (43) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (54) is required to be disclosed by such Holder (or its directors, members, partners, officers, employees, accountants, attorneys or other agentsa Holder Representative) under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder, its directors, members, partners, officers, employees, accountants, attorneys Holder or other agentsHolder Representatives, as the case may be, is subject; provided that, to the extent such Holder is subject to such compulsion of law or order and to the extent lawfully permitted to do so and other than in respect of any disclosure of such information made to any banking, financial, securities or similar supervisory or regulatory or governmental authority exercising its supervisory, examination or audit functions over such Holderso, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fail fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (65) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this indenture Indenture or (76) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser (1) is not a Competitor of the Company, as reasonably determined by the Company, and (2) agrees in writing to the Company to abide by the confidentiality provisions described in this Section 4.06(a). (b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time. Notwithstanding the foregoing, the Company shall have no obligations pursuant to this clause (b) with respect to shares of Common Stock for which Rule 144A is not available at such time for resales thereof. (c) On and after the consummation of the Company’s first firmly underwritten registered public offering of Common StockQualified Public Company Event or Other Listing Event, the Company or, if applicable, Successor Company (if a Listing Event or a SPAC Transaction in which the Company merges with and into SPAC (with SPAC as the surviving company)) or the SPAC Guarantor (if a SPAC Transaction constituted the Qualified Public Company Event and upon the consummation of which Company is a direct or indirect subsidiary of the SPAC), as applicable, shall file with the Trustee, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange ActAct (whether or not the same are filed with the Commission within such grace period)), copies of any documents or reports that the Company is or the Guarantors, as applicable, are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company or the Guarantor, as applicable files with the Commission via the Commission’s XXXXX EXXXX system (or any successor thereto) shall be deemed to be delivered and filed with the Trustee for purposes of this Section 4.06(c) at the time such documents are filed via the XXXXX EXXXX system (or any successor thereto); provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX EXXXX (or its successor). (d) Delivery of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). (e) Within ten If a Qualified Public Company Event has not been consummated prior to the six-month anniversary of the date of this Indenture, then as of and following such six-month anniversary date and for as long as both (10i) Business Days following the Financial Statement Availability Date for any Notes remain outstanding, and (ii) a fiscal quarterQualified Public Company Event has not been consummated, the Company Holders of the Minimum Principal Amount then outstanding shall deliver have the right to the Trustee, and the Trustee shall provide appoint one board observer to Holders upon request, a statement setting forth in reasonable detail the Company’s calculation board of Collateral Value directors. Without limiting the foregoing, the board observation rights granted to such Holders shall be as mutually agreed between the Company and such Holders; provided, that such board observation rights shall be at least as favorable as those provided to New Investor (as defined in the Company LLC Agreement) pursuant to 5.1(h)(ii) of the last day of such fiscal quarter. In additionCompany LLC Agreement as in the effect on the date hereof, the Company shall deliver to each Holder of the Notes a statement setting forth in reasonable detail the Company’s calculation of Investment Collateral Value with respect to a Significant Investment (or one or more Investments, which taken together would constitute a Significant Investmentprovided further, that were not previously reported pursuant to any rights contemplated by this Section 4.06(e)) no later than ten shall (10i) Business Days following be subject to all applicable restrictions required under the Calculation Date for such Significant Investmentlisting rules of any Permitted Exchange on which the Common Stock is listed, and (ii) immediately cease upon consummation of a Qualified Public Company Event.

Quarterly and Annual Reports and Rule 144A Information Requirement. (a) Prior to the consummation of the Qualified IPOPublic Company Event, the Company shall prepare and deliver to the Trustee and each Holder (which delivery requirement to the Holders of Notes will be deemed satisfied by posting such information to a website, which may be password protected, accessible by Holders) the following information: (i) within 120 days after the end of each fiscal year of the Company:Company (beginning with the fiscal year ending December 31, 2020): (A) annual consolidated financial statements and the notes thereto (which shall be audited if and include the Company prepares audited annual financial statementsreport of the independent public accountants thereon) of the Company and its Subsidiaries in respect of its most recently completed fiscal year, which annual consolidated financial statements and notes thereto will include the Company’s and its Subsidiaries’ consolidated balance sheet as at of the end of such fiscal year and its consolidated statements of incomeoperations, stockholdersmembers’ equity (or analogous financial statement if the Company is not a limited liability company) and changes in cash flow of the Company for and its Subsidiaries or such fiscal year, prepared in accordance with generally accepted accounting principles GAAP consistently applied (and certified by independent public accountants if such financial statements and notes thereto are audited)applied; and (B) the Company’s then-then current consolidated capitalization table as of the end of such fiscal year; and (ii) within 45 days after the end of each of the Company’s first three fiscal quarters of each of the Company’s fiscal years year beginning with the fiscal quarter ending March 31September 30, 20162020, unaudited consolidated financial statements and the notes thereto of the Company and its Subsidiaries in respect of its most recently completed fiscal quarter, which consolidated financial statements and notes thereto will include an unaudited consolidated balance sheet as at of the end of such fiscal quarter and an unaudited consolidated statement statements of income operation and changes in cash flow of the Company and its Subsidiaries for such fiscal quarter, each prepared in accordance with generally accepted accounting principles consistently applied, and an unaudited consolidated statement of changes in cash flow for such fiscal quarter, which the Company shall use its reasonable best efforts to prepare in accordance with generally accepted accounting principles GAAP consistently applied. By receiving Each Holder acknowledges and agrees that such information, each Holder information is confidential and shall be deemed to agree that as a condition to receiving such information that such information is confidential and may not be used, reproduced, disclosed or disseminated to any other Person (other than its such Holder’s directors, members, partners, officers, employees, accountants, attorneys and other agents having a need to know (“Holder Representatives”) who have been informed by Holder of the contents confidential nature of such information and who are bound by for whose compliance with the confidentiality obligations at least as restrictive as those set forth in requirements of this paragraphparagraph Holder shall be responsible) unless such information (1) has been made available to the public generally by the Company, (2) was in the Holder’s possession before receipt of such information pursuant to this Section 4.06(a), (3) is or becomes a matter of public knowledge through no action or inaction of such Holder that is prohibited by in violation of any confidentiality obligations of Holder (including pursuant to this paragraph), (43) is disclosed by the Company to a third party without a duty of confidentiality on such third party, (54) is required to be disclosed by such Holder (or its directors, members, partners, officers, employees, accountants, attorneys or other agentsa Holder Representative) under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or governmental or regulatory body to whose supervisory authority such Holder, its directors, members, partners, officers, employees, accountants, attorneys Holder or other agentsHolder Representatives, as the case may be, is subject; provided that, to the extent such Holder is subject to such compulsion of law or order and to the extent lawfully permitted to do so and other than in respect of any disclosure of such information made to any banking, financial, securities or similar supervisory or regulatory or governmental authority exercising its supervisory, examination or audit functions over such Holderso, prior to providing such information, such Holder promptly provides the Company with written notice and, if the Company fail fails to obtain a protective order or other appropriate remedy with respect to the disclosure of such information, such Holder will furnish only that portion of the information that is so required to be disclosed, (65) is disclosed to a court, tribunal or any other applicable administrative agency or judicial authority of competent jurisdiction in connection with the enforcement of such Holder’s rights under this indenture Indenture or (76) is disclosed by such Holder with the Company’s prior written consent. Notwithstanding the foregoing, Holders of Notes shall be permitted to share any information that the Company delivers pursuant to this Section 4.06(a) with prospective purchasers of the Notes so long as any such prospective purchaser (1) is not executes a Competitor of non-disclosure or similar agreement with the Company, as reasonably determined by the Company, and (2) Company or otherwise agrees in writing to the Company Company, in a form reasonably satisfactory to the Company, to abide by the confidentiality provisions described in this Section 4.06(a). (b) If, at any time, the Company is not subject to Section 13 or 15(d) of the Exchange Act, the Company shall, so long as any of the Notes or any shares of Common Stock issuable upon conversion thereof shall, at such time, constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder, beneficial owner or prospective purchaser of Notes or any shares of Common Stock issuable upon the conversion of the Notes, promptly furnish such Holder, beneficial owner or prospective purchaser the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes or such shares of Common Stock pursuant to Rule 144A, as such rule may be amended from time to time. The Company shall take such further action as any Holder or beneficial owner of the Notes or any shares of Common Stock issuable upon conversion of the Notes may reasonably request to the extent from time to time required to enable such Holder or beneficial owner to sell the Notes or any shares of Common Stock issuable upon conversion of the Notes in accordance with Rule 144A, as such rule may be amended from time to time. Notwithstanding the foregoing, the Company shall have no obligations pursuant to this clause (b) with respect to shares of Common Stock for which Rule 144A is not available at such time for resales thereof. (c) On and after the consummation of the Company’s first firmly underwritten registered public offering of Common StockQualified Public Company Event, the Company or, if applicable, Successor Company (if a Listing Event or a SPAC Transaction in which the Company merges with and into SPAC (with SPAC as the surviving company)) or the SPAC Guarantor (if a SPAC Transaction constituted the Qualified Public Company Event and upon the consummation of which Company is a direct or indirect subsidiary of the SPAC), as applicable, shall file with the Trustee, within 15 calendar days after the same are required to be filed with the Commission (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange ActAct (whether or not the same are filed with the Commission within such grace period)), copies of any documents or reports that the Company is or the Guarantors, as applicable, are required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act (excluding, for the avoidance of doubt, any information, documents or reports (or portions thereof) that are subject to confidential treatment and any correspondence with the Commission). Any such document or report that the Company or the Guarantor, as applicable files with the Commission via the Commission’s XXXXX system (or any successor thereto) shall be deemed to be delivered and filed with the Trustee for purposes of this Section 4.06(c) at the time such documents are filed via the XXXXX system (or any successor thereto); provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to XXXXX (or its successor). (d) Delivery of reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of the foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including the Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). (e) Within ten (10) Business Days following the Financial Statement Availability Date for a fiscal quarter, the Company shall deliver to the Trustee, and the Trustee shall provide to Holders upon request, a statement setting forth in reasonable detail the Company’s calculation of Collateral Value as of the last day of such fiscal quarter. In addition, the Company shall deliver to each Holder of the Notes a statement setting forth in reasonable detail the Company’s calculation of Investment Collateral Value with respect to a Significant Investment (or one or more Investments, which taken together would constitute a Significant Investment, that were not previously reported pursuant to this Section 4.06(e)) no later than ten (10) Business Days following the Calculation Date for such Significant Investment.