Common use of Information Rights Clause in Contracts

Information Rights. (a) For so long as the Holder owns any Common Shares, the Company agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long as the Holder owns any Common Shares, The books and records of the Company agrees that: (i) The Company shall provide be available for inspection by the Holder (A) within sixty (60) days after Clearlake Investors at the end principal office and place of each fiscal year, with the consolidated financial results for business of the Company’s consolidated group (. The Clearlake Investors shall have the “Company Group”) for such fiscal year (including a profit and loss accountright to receive, balance sheet, cash flow and statement of other comprehensive income)upon request therefor, (Ba) promptly upon availability, the audited annual accounts for each member consolidated financial statements of the Company Group promptly following such statements becoming available to the Company, (except where b) unaudited quarterly consolidated financial statements of the Company promptly following such accounts or audits are not legally required)statements becoming available to the Company, and (Cc) an annual budget of the Company with respect to each fiscal year within thirty (30) days after following presentation thereof to the end of each fiscal quarterBoard or, if the Board approves such budget, approval thereof, (d) unaudited monthly consolidated condensed financial results income statements, balance sheets, and cashflow statements of the Company Group for promptly following the preparation thereof and (e) such fiscal quarter (including other information as may be reasonably requested by a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates Clearlake Investor relating to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of which the Company or is permitted to disclose; provided, however, that any of its Subsidiaries relating such Person gaining access to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by regarding the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained Company pursuant to this Section 18 7(a) shall agree to hold in strict confidence, and shall not make any disclosure of, any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information: information is requested or required (Aby deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly available other than as a result of known without a breach of this Section 18(bAgreement, (y) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives such Person on a non-confidential basis from a source other than the Company or any of its Representatives; provided that (z) such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) information is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)such Person. (iib) In The rights of the event Clearlake Investors under Section 7(a) hereof shall terminate at such time that the Holder believesClearlake Investors cease to own at least 145,067 shares of Common Stock (as adjusted for stock dividends, upon consultation with its legal counselsplits, that it is legally required to disclose any information combinations or documents contemplated by Section 18(b)(i), it shall similar events and including all shares of Common Stock issuable to the extent possible under Clearlake Investors upon the circumstances provide reasonable prior written notice to conversion and/or exercise of all securities held by the Company so Clearlake Investors that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality are convertible and/or exerciseable for shares of such informationCommon Stock).

Information Rights. (a) For From and after the date hereof and for so long after the Closing as Parent and the Purchaser collectively Beneficially Own at least 10% of the then-outstanding NewCo Common Stock, the Company and NewCo will provide to the Purchaser and Parent (i) its monthly (as and when such monthly financial statements are furnished to the NewCo Board, but only to the extent that they are so furnished), quarterly and annual financial statements, (ii) such additional financial information concerning NewCo, the Company and its Subsidiaries as the Purchaser or Parent may reasonably request (in a manner so as to not unreasonably interfere in any material respect with the normal business operations of NewCo or the Company and without requiring NewCo or the Company to incur any cost not reimbursed by Parent or the Purchaser) and (iii) such other information that the parties may mutually agree to exchange in furtherance of the strategic relationship contemplated by the Transaction Documents; provided, however, that, with respect to any information referred to in clause (ii) and (iii) that NewCo determines in good faith is competitively sensitive and (A) to the extent relating to the business of manufacturing, marketing, selling or distributing Energy Beverages at any time Parent or the Purchaser owns or engages in an Energy Competitive Business or (B) to the extent relating to a business not involving Energy Beverages that both NewCo and the Company, on the one hand, and Parent and the Purchaser, on the other hand, are engaged in at the applicable time without breaching this Agreement or the other Transaction Documents, the parties will cooperate to provide access only through the use of “clean teams” or similar arrangements (it being agreed that, for the avoidance of doubt, in no event shall the foregoing limit Parent’s access to such information as reasonably necessary to comply with its financial or other reporting obligations or to perform Parent’s or Purchaser’s obligations under the Transaction Documents). In addition, for so long as Parent and the Holder owns any Purchaser collectively Beneficially Owns at least 10% of the then-outstanding shares of NewCo Common SharesStock, upon the request of the Purchaser or Parent no more than once per year for Parent and the Purchaser collectively, the Company agrees that: and NewCo will cause members of its senior management to meet with members of the senior management of the Purchaser or Parent (iin person or by conference telephone as agreed by the parties) The Company shall to provide the Holder (A) within sixty (60) days after the end of each fiscal year, Purchaser or Parent with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates an update regarding developments relating to the Company’s business and financial results with respect to respond to questions from the Purchaser or Parent; provided, that the Company and NewCo will not be obligated to meet or provide updates during any trading blackout periods applicable to the NewCo directors and officers. For so long as Parent and the Purchaser Beneficially Own any shares of NewCo Common Stock, the Company and NewCo will respond to questions from the Purchaser and Parent in the same manner that it responds to inquiries from other similarly sized stockholders. No investigation conducted, however, will affect or be deemed to modify any representation or warranty made in this Agreement. Notwithstanding any other provision of this Agreement, neither the delivery of any notice or information pursuant to this Agreement, nor any information known or available to any party or inquiry conducted prior to or after the date of this Agreement, will limit or otherwise affect the remedies available to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxesparty. (b) With respect to any All information requested by Purchaser or Parent and provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company under this Section 8.4 will be subject to the Confidentiality Agreements (as amended herein) and the provisions of Section 8.2, as applicable. Nothing contained in this Section 8.4 will require the Company or NewCo to take any action (i) that would, after consultation with counsel, constitute a waiver of the attorney-client or similar privilege or violate any Law or confidentiality obligations owing to third parties; provided that if any information is withheld by the Company; provided, that NewCo or any of their respective Subsidiaries pursuant to the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality toforegoing, the Company with respect or NewCo will (A) inform the Purchaser or Parent as to the general nature of what is being withheld and (B) use its commercially reasonable efforts to (1) accommodate any request from the Purchaser or Parent for information pursuant to this Section 8.4 in a manner that does not result in such information; a waiver or violation or (C2) is obtain the required consent of such third party to provide such access or becomes available to it disclosure, or any of its Representatives on a non-confidential basis from a source other than (ii) if NewCo, the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement withtheir respective Subsidiaries, or other contractual or legal obligation of confidentiality toon the one hand, and the Company with respect to such information; or (D) is independently developed by or on its behalf without violating Purchaser, Parent and any of its obligations under this Section 18(b)their respective Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. On a confidential basis, the Company shall provide to each Shareholder for so long as such Shareholder owns, either individually or together with its Affiliates, the Minimum Ownership Threshold, the following: (a) For so long as the Holder owns any Common Shares, the Company agrees that: Within one-hundred and twenty (i) The Company shall provide the Holder (A) within sixty (60120) days after the end of each fiscal year, with the consolidated financial results for year of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the audited annual accounts for each member financial statements of the Company Group and its Subsidiaries in accordance with GAAP or SAP, as applicable. (except where such accounts or audits are not legally required), and b) Within forty-five (C) within thirty (3045) days after the end of each fiscal quarterquarter of the Company, the unaudited consolidated condensed quarterly financial results statements of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income)its Subsidiaries. (iic) The Company will, within twenty-five Within ninety (2590) days after the end of each fiscal quarteryear of the Company, make a copy of of the annual budget and business plans of the Company and its Subsidiaries for each fiscal year, in such form and containing such information as approved by the Board. (d) Any information reasonably requested by a Shareholder in writing to permit such Shareholder (or its direct or indirect owners) to comply with applicable United States federal income and other relevant tax laws and reporting requirements, or other regulatory obligations, with respect to its investment in the Company or to help facilitate any Transfer or proposed Transfer of Equity Securities by such Shareholder in a manner consistent with the terms of this Agreement (and the Company shall otherwise cooperate with the efforts of such Shareholder in connection with such Transfer or Proposed Transfer). (e) As promptly as practical following the end of each fiscal quarter of the Company and if requested by a Shareholder in writing, a copy of the Company’s Chief Financial Officer available for a discussion with capitalization table as of date within ten (10) Business Days of the Holder with regards to updates to date of the Company’s business and financial results with respect to such fiscal quarterrequest. (iiif) The Company shall furnish or cause permit each Shareholder (provided that the Board of Directors has not reasonably determined that such Shareholder is a competitor of the Company), at such Shareholder’s expense, to be furnished to visit and inspect the HolderCompany’s properties; examine its books of account and records; and discuss the Company’s affairs, upon reasonable request as promptly as practicablefinances, such information in the possession and accounts with its officers, during normal business hours of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided as may be reasonably requested by the Company: (i) Subject to Shareholder; provided, however, that the requirements of law, the Holder Company shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained not be obligated pursuant to this Section 18 unless such information: (ASection 4.01(e) is to provide access to any information that it reasonably and in good faith considers to be a trade secret or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that extent the source disclosure of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, would adversely affect the attorney-client privilege between the Company with respect to such information; (C) is or becomes available to it or any of and its Representatives on a non-confidential basis from a source other than the Company or any of its Representativescounsel; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect will use commercially reasonable efforts to provide such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)information in a way that would not violate such privilege. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For Without limiting Section 5.1, subject to applicable Law, for so long as a member of the Holder owns any Common SharesRestricted Group Beneficially Owns at least ten percent (10%) of the Outstanding Voting Securities at the applicable time, subject to the execution and delivery of an existing confidentiality agreement in form and substance reasonably satisfactory to the Company, the Company agrees that: will, and will cause its Subsidiaries to, at the applicable member of the Restricted Group’s expense, furnish promptly to the applicable member of the Restricted Group, all information concerning the business and properties of the Company and its Subsidiaries, including financial information, as it may reasonably request, but only to the extent that such member of the Restricted Group reasonably concludes that it is necessary to permit such member of the Restricted Group to comply with any applicable Securities Laws (iincluding, without limitation, such member’s reporting obligations under Sections 13(a) The and 15(d) of the Exchange Act). In addition, the Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal yearcause its officers, employees, counsel and public accountants to cooperate with the consolidated financial results for applicable member of the CompanyRestricted Group in connection with such member’s consolidated group (compliance with applicable Securities Laws or with any offering of such member’s securities, including customary assistance in connection with underwritten offerings. Notwithstanding the “Company Group”) for such fiscal year (including a profit and loss accountprovisions of this Section 5.2, balance sheetor any applicable confidentiality agreement, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Restricted Group (except where such accounts or audits are not legally required), that has reporting obligations under Sections 13(a) and (C15(d) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Exchange Act shall be permitted to disclose in its filings required thereunder any information required to be disclosed therein under applicable Law or the rules of any applicable stock exchange; provided, however, that such member of the Restricted Group has provided the Company Group for such fiscal quarter with a minimum of three (including a profit 3) Business Days’ advance notice and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion consulted in good faith with the Holder with regards Company regarding such disclosure and the requirement to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach so disclose. For purposes of this Section 18(b) by it or its Representatives; (B) was within its possession prior 5.2, HGI will be deemed to being furnished to it by or on behalf be a member of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)Restricted Group. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long The Company shall, and shall cause each Subsidiary to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP. (b) The Company shall deliver to each of Yahoo, SOFTBANK and each Management Member the Holder owns any Common Sharesfollowing information; provided, that following an IPO, the Company agrees thatshall be required to provide the following information to Yahoo or SOFTBANK, as the case may be, (x) in the case of Yahoo, only if and to the extent Yahoo informs the Company pursuant to Section 8.3(e) that it requires receipt of such information for the purpose of preparation of periodic financial statements in connection with public reporting requirements under the applicable Laws and rules of the U.S. Securities and Exchange Commission, or any stock exchange on which the securities of Yahoo are then listed or admitted to trading, or for the purpose of filing or furnishing information with or to the U.S. Securities and Exchange Commission, or any stock exchange on which the securities of Yahoo are then listed or admitted to trading, or under or for the purpose of complying with applicable Law or (y) in the case of SOFTBANK, only if SOFTBANK at such time accounts for the Company as an “equity method affiliate” under applicable Japanese accounting conventions: (i) The Subject to Section 8.3(d), as soon as available but in any event not later than sixty (60) days after the end of each of the quarterly accounting periods, the unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of each such period, the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period. All such financial statements shall provide be prepared in accordance with GAAP applied on a consistent basis and be certified by the Holder Company’s Chief Financial Officer (and Chief Accounting Officer after such Chief Accounting Officer is appointed); provided, that if such financial statements are prepared in accordance with IFRS and reconciled to U.S. GAAP, then such reconciliation shall have been reviewed by the firm serving as the Company’s independent, public accountants at such time. (ii) (A) within Subject to Section 8.3(d), as soon as available but in any event not later than sixty (60) days after the end of each fiscal year, with the consolidated financial results for year of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member unaudited consolidated balance sheets of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after its Subsidiaries as of the end of each fiscal quarteryear and the related consolidated statements of operations, unaudited consolidated condensed financial results shareholders equity and cash flows of the Company Group and its Subsidiaries for the fourth quarterly period of such fiscal quarter (including year. All such financial statements shall be prepared in accordance with GAAP applied on a profit consistent basis and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make be certified by the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business (and financial results with respect to Chief Accounting Officer after such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) Chief Accounting Officer is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Companyappointed); provided, that if such financial statements are prepared in accordance with IFRS and reconciled to U.S. GAAP, then such reconciliation shall have been reviewed by the source of firm serving as the Company’s independent, public accountants at such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)time. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long as the Holder owns any Common SharesSubject to Section 2.5(c), the Company agrees that: (i) The Company PubCo shall provide NB such reports and information concerning the Holder (A) within sixty (60) days after business and affairs of PubCo and its Subsidiaries as may reasonably be requested by NB from time to time, to the end extent such reports and information are prepared in the ordinary course of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts business by PubCo or audits are not legally required)its Subsidiaries, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company willNB shall have the right, within twenty-five (25) days after the end of each fiscal quarterupon reasonable advance written notice to PubCo and at such times as may be mutually agreed, make the Company’s Chief Financial Officer available for a discussion to consult with the Holder with regards to updates to chief financial officer of PubCo and other senior management of PubCo as the Company’s business and chief financial results officer may designate with respect to such fiscal quarter. (iii) The Company shall furnish the business and affairs of PubCo or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of TaxesSubsidiaries. (b) With respect to In the event that the Board reasonably determines that any provision of information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless 2.5 would reasonably be expected to violate Law or a material agreement with a third party, or waive any legal privilege applicable to such information: , such provision shall not be required; provided the Parties shall use commercially reasonable efforts to permit compliance with this Section 2.5 in a manner that avoids such harm or consequence; provided, further, that PubCo will use commercially reasonable efforts not to enter into agreements prohibiting the sharing of information with NB specifically, and provided, further, that in the event PubCo makes a determination that certain information should be kept confidential pursuant to this Section 2.5(b), PubCo shall, to the extent not prohibited by applicable law or material agreement or cause a waiver of legal privilege, provide NB with a written summary of the nature and substance thereof. (Ac) Notwithstanding the foregoing provisions of this Section 2.5, NB’s rights under Section 2.5(a) shall apply only if NB has an Economic Ownership Percentage of five percent or more. (d) NB agrees not to disclose any information obtained under this Section 2.5 (the “Confidential Information”) and shall use such information solely for purposes of evaluating or protecting its investment in PubCo and the Subsidiaries. NB further agrees to comply with all applicable securities laws with respect to any Confidential Information it obtains. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is known or becomes publicly available known to the public in general (other than as a result of a breach of this Section 18(b) 2.5 by it or its Representatives; NB), (Bb) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it NB or any of its Representatives on a non-confidential basis prior to its disclosure by PubCo or its Representatives, (c) is or has been independently developed or conceived by NB or its Representatives without the use of the Confidential Information or (d) is or becomes available to NB or its Representatives from a source Person other than the Company PubCo or any of its Representatives; provided that such source was Representatives who is not known to it by NB to be otherwise bound by a confidentiality agreement with, with PubCo or other contractual or legal obligation any of confidentiality to, the Company with its Representatives in respect to of such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believesprovided, upon consultation with its legal counselhowever, that it NB may disclose Confidential Information (i) to its Affiliates and its and their Representatives, provided NB informs such Affiliate or Representative that such information is legally required confidential and cause such Person to disclose any information or documents contemplated by Section 18(b)(i), it shall agree (for the benefit of PubCo) to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect maintain the confidentiality of such information; (ii) to the extent reasonably necessary in connection with the exercise of its rights under this Agreement; (iii) any prospective purchaser of any Equity Securities of PubCo from NB, if such prospective purchaser agrees to be bound by the provisions of this Section 2.5 or otherwise enters into a confidentiality agreement which is no less restrictive than this Section 2.5 and pursuant to which PubCo is a party or third party beneficiary; (iv) to the extent required in connection with any routine or periodic examination or similar process by any regulatory or self-regulatory body or authority not specifically directed at PubCo or the confidential information obtained from PubCo pursuant to the terms of this Agreement; or (v) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that NB promptly notifies PubCo of such disclosure and takes reasonable steps (at PubCo’s sole cost and expense) to minimize the extent of any such required disclosure. PubCo understands and agrees that any NB Director (or observer in lieu thereof) may disclose information about PubCo and its Subsidiaries received by such NB Director (or observer in lieu thereof) to NB and its Affiliates and Representatives (such information being deemed to be “Confidential Information” subject to this Section 2.5), and that such disclosure shall not constitute a breach of or failure to comply with any fiduciary duties of the NB Director (if applicable), or this Agreement, the Certificate of Incorporation, the Bylaws or similar governance documents that are generally applicable to PubCo’s Directors or any other agreement to which NB or its Affiliates, on the one hand, or PubCo or its Affiliates, on the other hand, are party; provided that such director may not disclose any Excluded Opportunity (as defined in the Certificate of Incorporation) or Confidential Information, in each case, in a manner in which it reasonably would be expected to be used competitively by NB. (e) PubCo understands and acknowledges that (a) NB and its Affiliates may now or in the future engage in any business that may be competitive with the business of PubCo or its Subsidiaries, evaluate, invest in (directly or indirectly, including providing financing to) or do business with, competitors or potential competitors of PubCo or its Subsidiaries, and that the receipt of Confidential Information is not intended to and shall not restrict or preclude such activities, provided that NB does not use any Confidential Information in connection therewith. Further, PubCo understands and acknowledges that NB and its Affiliates may (x) have general knowledge with respect to the industry in which PubCo or its Subsidiaries operate and that additional general industry knowledge may be gained by NB from reviewing Confidential Information that cannot be separated from NB’s overall knowledge and (y) retain certain mental impressions of the Confidential Information (it being understood that a mental impression is what a person retains when such person has not intentionally memorized the information or retained notes or other aids to help retain such memory), and such general knowledge and mental impressions shall be permitted to be used in the ordinary course of NB’s business, including in connection with evaluating investment opportunities, trading securities in the public markets and participating in private investment transactions and is not intended to be limited by this Section 2.5. Accordingly, NB and PubCo will negotiate in good faith to establish procedures to limit the manner of providing information to NB in a manner reasonably intended to prevent competitive harm to PubCo or any of its Subsidiaries or violations of law (e.g., using “clean team” members). (f) Except as required by law (in which case NB shall be given an opportunity to review and comment on such disclosure), PubCo and its Subsidiaries shall not make any disclosure regarding NB or any of its Affiliates in any regulatory filing or public disclosure (including filings with the SEC) without the prior written consent of NB, which consent shall not be unreasonably withheld, conditioned or delayed, unless such disclosure is substantially consistent with previous public disclosure regarding NB and its Affiliates.

Information Rights. (a) For so long as the Holder owns any Common SharesMinimum Shareholding Requirement is satisfied, the Company agrees thatshall: (i) The Company shall provide the Holder Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) with: (A) the right to visit and inspect any of the offices and properties of the Company and the other Group Companies and inspect the books, records, accounts and other financial information of the Company and the other Group Companies, in each case upon reasonable notice and at such reasonable times and as often as the Purchasers may reasonably request; notwithstanding anything to the contrary herein, the parties hereto hereby agree and acknowledge that this Section 4.3(a)(i)(A) shall continue to apply so long as the Purchasers hold such amount of Class A Ordinary Shares (including such Class A Ordinary Shares held in the form of ADSs) that represents no less than ten percent (10%) of the total issued and outstanding shares of the Company (including all of the issued and outstanding ordinary shares and preferred shares of the Company on an as-converted basis), for the avoidance of doubt regardless of whether the Purchasers continue to satisfy the Minimum Shareholding Requirement, but solely for the Purchasers’ tax, accounting or audit purposes or for the Purchasers to otherwise comply with applicable Laws; (B) as soon as available and in any event within sixty 90 days after the end of each of the first three (603) quarters of each fiscal year of the Company, any consolidated unaudited balance sheets of the Group and consolidated unaudited statements of income and cash flows of the Group for the period then ended, prepared in conformity with generally accepted accounting principles in the applicable jurisdiction applied on a consistent basis, except as otherwise noted therein; provided that such balance sheets, statements of income and cash flows shall be deemed to have been provided to the Purchasers if they are filed with, or furnished by the Company or any other Group Company to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act or otherwise; (C) as soon as available and in any event within 120 days after the end of each fiscal year, with the consolidated financial results for year of the Company’s , any consolidated group audited balance sheet of the Group as of the end of such year, and any consolidated audited statements of income and cash flows of the Group for the year then ended, prepared in conformity with generally accepted accounting principles in the applicable jurisdiction, applied on a consistent basis, except as otherwise noted therein; and (D) to the “extent the Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement or any other Group Company is required by Law or pursuant to the terms of other comprehensive income), (B) promptly upon availability, the annual accounts for each member any outstanding Financial Indebtedness of the Company or such Group (except where Company to prepare such accounts reports, any annual reports, quarterly reports and other periodic reports, pursuant to Section 13 or audits are not legally required), and (C15(d) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Exchange Act or otherwise, actually prepared by the Company or such Group for such fiscal quarter Company as soon as available, provided that any report, schedule, form, statement or other document (including a profit exhibits) filed with, or furnished to, the SEC and loss account, balance sheet, cash flow and statement publicly available as of other comprehensive income).such date shall be deemed to have been provided to the Purchasers; (ii) The Company willmake appropriate officers and directors of the Company, within twenty-five (25) days after and the end of each fiscal other Group Companies, available periodically and at such times as reasonably requested by the Purchasers, but not more frequently than once per calendar quarter, make for consultation with the Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) with respect to matters relating to the business and affairs of the Company and the other Group Companies; (iii) to the extent consistent with applicable Law (and with respect to events which require public disclosure, only following the Company’s Chief Financial Officer available for a discussion public disclosure thereof through applicable securities Law filings or otherwise), provide other information that might be requested by the Purchasers from time to time and information in advance with respect to any significant corporate transactions and the right to consult with the Holder with regards to updates to Company and the Company’s business and financial results other Group Companies with respect to such fiscal quarter.transactions; and (iiiiv) The Company shall furnish or cause provide the Purchasers with sufficient information relating to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession material transactions of the Company or any of on a timely basis for the Purchasers to analyze such transactions and assist the Company to achieve to its Subsidiaries relating to Taxescommercial objectives; provided, including in connection with filing any Tax Returnhowever, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: that (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company shall not be required to provide information with respect to a transaction unless such information; (C) transaction is or becomes available reasonably expected to it or any of require approval by the Board prior to its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.consummation,

Information Rights. (a) For so long as the Holder owns any Common SharesMinimum Shareholding Requirement is satisfied, the Company agrees thatshall: (i) The Company shall provide the Holder Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) with: (A) the right to visit and inspect any of the offices and properties of the Company and the other Group Companies and inspect the books, records, accounts and other financial information of the Company and the other Group Companies, in each case upon reasonable notice and at such reasonable times and as often as the Purchasers may reasonably request; notwithstanding anything to the contrary herein, the parties hereto hereby agree and acknowledge that this Section 4.3(a)(i)(A) shall continue to apply so long as the Purchasers hold such amount of Class A Ordinary Shares (including such Class A Ordinary Shares held in the form of ADSs) that represents no less than ten percent (10%) of the total issued and outstanding shares of the Company (including all of the issued and outstanding ordinary shares and preferred shares of the Company on an as-converted basis), for the avoidance of doubt regardless of whether the Purchasers continue to satisfy the Minimum Shareholding Requirement, but solely for the Purchasers’ tax, accounting or audit purposes or for the Purchasers to otherwise comply with applicable Laws; (B) as soon as available and in any event within sixty 90 days after the end of each of the first three (603) quarters of each fiscal year of the Company, any consolidated unaudited balance sheets of the Group and consolidated unaudited statements of income and cash flows of the Group for the period then ended, prepared in conformity with generally accepted accounting principles in the applicable jurisdiction applied on a consistent basis, except as otherwise noted therein; provided that such balance sheets, statements of income and cash flows shall be deemed to have been provided to the Purchasers if they are filed with, or furnished by the Company or any other Group Company to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act or otherwise; (C) as soon as available and in any event within 120 days after the end of each fiscal year, with the consolidated financial results for year of the Company’s , any consolidated group audited balance sheet of the Group as of the end of such year, and any consolidated audited statements of income and cash flows of the Group for the year then ended, prepared in conformity with generally accepted accounting principles in the applicable jurisdiction, applied on a consistent basis, except as otherwise noted therein; and (D) to the “extent the Company Group”or any other Group Company is required by Law or pursuant to the terms of any outstanding Financial Indebtedness of the Company or such Group Company to prepare such reports, any annual reports, quarterly reports and other periodic reports, pursuant to Section 13 or 15(d) for of the Exchange Act or otherwise, actually prepared by the Company or such fiscal year Group Company as soon as available, provided that any report, schedule, form, statement or other document (including exhibits) filed with, or furnished to, the SEC and publicly available as of such date shall be deemed to have been provided to the Purchasers; (ii) make appropriate officers and directors of the Company, and the other Group Companies, available periodically and at such times as reasonably requested by the Purchasers, but not more frequently than once per calendar quarter, for consultation with the Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) with respect to matters relating to the business and affairs of the Company and the other Group Companies; (iii) to the extent consistent with applicable Law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities Law filings or otherwise), provide other information that might be requested by the Purchasers from time to time and information in advance with respect to any significant corporate transactions and the right to consult with the Company and the other Group Companies with respect to such transactions; and (iv) provide the Purchasers with sufficient information relating to material transactions of the Company on a profit timely basis for the Purchasers to analyze such transactions and loss accountassist the Company to achieve to its commercial objectives; provided, balance sheethowever, cash flow and statement of other comprehensive income)that (A) the Company shall not be required to provide information with respect to a transaction unless such transaction is reasonably expected to require approval by the Board prior to its consummation, (B) promptly upon availability, the annual accounts for each member Company shall only be required to provide information with respect to such transaction if members of the Company Group (except where Board is reasonably expected to receive such accounts or audits are not legally required)information, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards shall have no obligation to updates provide information pursuant to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information foregoing in the possession of event that the Purchasers inform the Company or at any of its Subsidiaries relating time that the Purchasers elect not to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxesreceive information hereunder. (b) With The Company further agrees to consider, in good faith, the recommendations of the Purchasers (which shall be represented by the Investor Officer or such other representatives as the Purchasers may from time to time designate, provided that the Purchasers shall notify the Company in advance of their choice of such representatives) in connection with the matters on which they are consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company. (c) Notwithstanding anything to the contrary in this Agreement, the Company shall be under no obligation under this Section 4.3 to provide any Purchaser with any material non-public information with respect to the Company, and any Purchaser to whom such non-public information, if any, has been provided by the Company: (i) Subject to the requirements of law, the Holder Company shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)confidential. (iid) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall Notwithstanding anything to the extent possible contrary herein, this Section 4.3 shall be without prejudice and shall not limit the rights of the Purchasers set forth elsewhere in this Agreement, including under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationSection 4.1 and Section 4.2.

Information Rights. (a) For Pubco shall, and shall cause its subsidiaries to, (a) permit the Holder Entities, at reasonable times and upon reasonable prior notice to Pubco, to review the books and records of Pubco or any of such subsidiaries and upon reasonable request, to discuss the affairs, finances and condition of Pubco or any of such subsidiaries with the officers of Pubco or any such subsidiary and (b) provide the Holder Entities all information of a type, at such times and in such manner as is consistent with Pubco’s past practice of providing information to its stockholders or members, as applicable, or that is otherwise reasonably requested by such Holder Entities from time to time (all such information so furnished pursuant to this Section 1.03, the “Information”). Any Holder Entity (and any party receiving Information from a Holder Entity) who shall receive Information shall maintain the confidentiality of such Information in accordance with Section 1.03(c). Notwithstanding the foregoing, Pubco shall not be required to disclose any Information where disclosure of such Information would constitute a waiver or otherwise result in the loss of privilege so long as Pubco has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such Information to the Holder owns Entities without the waiver or loss of any Common Shares, the Company agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxesprivilege. (b) With respect Pubco shall deliver or cause to any information provided by be delivered to the Company: Holder Entities, at their request: (i) Subject to the requirements extent otherwise prepared by Pubco, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of lawPubco and its subsidiaries and (ii) to the extent otherwise prepared by Pubco, such other reports and information as may be reasonably requested by the Holder Entities; provided, however, that Pubco shall not be required to disclose any Information where disclosure of such Information would constitute a waiver or otherwise result in the loss of privilege so long as Pubco has used commercially reasonable efforts to enter into an arrangement pursuant to which it may provide such information to the Holder Entities without the waiver or loss of any such privilege. (c) Each Holder agrees that it will, and will cause its designated representatives to, keep strictly confidential and not disclose any Confidential Information; provided, however, that such Holder may disclose Confidential Information to the other Holders and to (i) its Affiliates and its Affiliates’ attorneys, accountants, consultants, insurers, and financing sources, and, in the case of New Mountain, each New Mountain Director; in connection with such Holder’s investment in Pubco, (ii) any Person, including a prospective direct purchaser of Common Stock or LLC Units, as long as such Person has agreed in writing to maintain the confidentiality of such Confidential Information and, in the case of such a prospective direct purchaser Pubco has been provided reasonable prior written notice of such proposed purchase (including the identity of the proposed purchaser), (iii) any of such Holder’s or its respective Affiliates’ partners, members, stockholders, directors, officers, employees or agents in the ordinary course of business to the extent such information is required to be provided or is customarily provided to such Person (the Persons referenced in clauses (i), (ii) and (iii), a Holder’s “designated representatives”) or (iv) as Pubco may otherwise consent in writing; provided, however, notwithstanding the foregoing, in the case of any Confidential Information that is specifically identified as competitively sensitive by Pubco (subject to good faith consultation with the Holder), the Holder shall keep confidentialnot, and shall cause its Representatives applicable designated representatives not to, without prior consultation in good faith with Pubco, disclose any such information to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available any Person other than as the Holder’s Affiliates and the Holder’s and its Affiliates’ attorneys and accountants or, if required under the Holder’s contractual obligations on a result of a breach need-to-know basis, such Holder’s other designated representatives set forth in clauses (i) and (iii) above; provided, further, however, that each Holder agrees to be responsible for any breaches of this Section 18(b1.03(c) by it or the Holder Entities and such Holder’s designated representatives. (d) Each party hereto acknowledges and agrees that New Mountain Directors may, subject to applicable Law, share any information concerning Pubco and its Representatives; (B) was within its possession prior to being furnished to it subsidiaries received by them from or on behalf of Pubco or its designated representatives with New Mountain and its designated representatives, subject to New Mountain’s obligation to, and to cause its designated representatives to, maintain the Companyconfidentiality of Confidential Information in accordance with Section 1.03(c) (including with respect to competitively sensitive information as provided in, and in accordance with, the proviso relating thereto in Section 1.03(c)); provided, however, that the source of such information was not known by it New Mountain agrees to be bound by a confidentiality agreement with, or other contractual or legal obligation responsible for any breaches of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)1.03(d) by New Mountain, its Affiliates and its designated representatives. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For The Company covenants and agrees that, commencing on the date of this Agreement, for so long as an Investor continues to hold five (5) per cent or more of the Holder owns any Common SharesShares (as defined below) in issue on an as converted basis, except as otherwise provided in Sections 1.1(b) and (c) below, the Company agrees that:will deliver to each such Investor (other than Bright Access International Limited): (i) The Company shall provide the Holder audited annual consolidated financial statements, as soon as practicable but in any event within ninety (A) within sixty (6090) days after the end of each fiscal year, with and audited by a “Big 4” accounting firm chosen by the Company; (ii) unaudited quarterly consolidated and unconsolidated financial results for statements, as soon as practicable but in any event within forty-five (45) days of the end of each fiscal quarter; and (iii) an annual comprehensive operating budget, including but not limited to, a forecast of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss accountrevenues, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required)expenses, and (C) cash position on a month-to-month basis for the following fiscal year, within thirty (30) days after prior to the end of each fiscal quarteryear (the above rights, unaudited consolidated condensed financial results of collectively, the Company Group “Information Rights”); provided that for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly long as practicable, such information in the possession of the Company any Investor or any of its Subsidiaries relating Affiliates is a Competitor (as defined below), the Company shall only be obliged to Taxes, including provide the information described in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: subsection (i) Subject and (ii) above directly to a duly authorized officer within such Investor’s finance department, subject to such Investor’s undertaking (which shall be deemed to have been given hereunder) that any information received will not be accessed by any person outside such Investor’s financial department and will only be accessed by members of such Investor’s finance department on a “need to know” basis for the sole purpose of preparing such Investor’s own financial statements and related disclosures and notes. All financial statements to be provided to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained Investors pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than 1.1 shall include an income statement, a balance sheet and a cash flow statement for the relevant period as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf well as for the fiscal year to-date and shall be prepared in conformance with the generally accepted accounting principles of the Company; provided, that United States of America (“US GAAP”) and shall be provided to the source Investors contemporaneously with delivery of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall financial statements to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationBoard.

Information Rights. (a) For so long as the Holder owns any Common SharesSubject to Section 2.5(c), the Company agrees that: (i) The Company PubCo shall provide NB such reports and information concerning the Holder (A) within sixty (60) days after business and affairs of PubCo and its Subsidiaries as may reasonably be requested by NB from time to time, to the end extent such reports and information are prepared in the ordinary course of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts business by PubCo or audits are not legally required)its Subsidiaries, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company willNB shall have the right, within twenty-five (25) days after the end of each fiscal quarterupon reasonable advance written notice to PubCo and at such times as may be mutually agreed, make the Company’s Chief Financial Officer available for a discussion to consult with the Holder with regards to updates to chief financial officer of PubCo and other senior management of PubCo as the Company’s business and chief financial results officer may designate with respect to such fiscal quarter. (iii) The Company shall furnish the business and affairs of PubCo or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of TaxesSubsidiaries. (b) With respect to In the event that the Board reasonably determines that any provision of information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless 2.5 would reasonably be expected to violate Law or a material agreement with a third party, or waive any legal privilege applicable to such information: , such provision shall not be required; provided, that the Parties shall use commercially reasonable efforts to permit compliance with this Section 2.5 in a manner that avoids such harm or consequence; provided, further, that PubCo will use commercially reasonable efforts not to enter into agreements prohibiting the sharing of information with NB specifically, and provided, further, that in the event PubCo makes a determination that certain information should be kept confidential pursuant to this Section 2.5(b), PubCo shall, to the extent not prohibited by applicable law or material agreement or cause a waiver of legal privilege, provide NB with a written summary of the nature and substance thereof. (Ac) Notwithstanding the foregoing provisions of this Section 2.5, NB’s rights under Section 2.5(a) shall apply only if NB has an Economic Ownership Percentage of five percent or more. (d) NB agrees not to disclose any information obtained under this Section 2.5 (the “Confidential Information”) and shall use such information solely for purposes of evaluating or protecting its investment in PubCo and the Subsidiaries. NB further agrees to comply with all applicable securities laws with respect to any Confidential Information it obtains. Notwithstanding the foregoing, Confidential Information shall not include information that (a) is known or becomes publicly available known to the public in general (other than as a result of a breach of this Section 18(b) 2.5 by it or its Representatives; NB), (Bb) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it NB or any of its Representatives on a non-confidential basis prior to its disclosure by PubCo or its Representatives, (c) is or has been independently developed or conceived by NB or its Representatives without the use of the Confidential Information or (d) is or becomes available to NB or its Representatives from a source Person other than the Company PubCo or any of its Representatives; provided that such source was Representatives who is not known to it by NB to be otherwise bound by a confidentiality agreement with, with PubCo or other contractual or legal obligation any of confidentiality to, the Company with its Representatives in respect to of such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believesprovided, upon consultation with its legal counselhowever, that it NB may disclose Confidential Information (i) to its Affiliates and its and their Representatives, provided that NB informs such Affiliate or Representative that such information is legally required confidential and cause such Person to disclose any information or documents contemplated by Section 18(b)(i), it shall agree (for the benefit of PubCo) to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect maintain the confidentiality of such information; (ii) to the extent reasonably necessary in connection with the exercise of its rights under this Agreement; (iii) any prospective purchaser of any Equity Securities of PubCo from NB, if such prospective purchaser agrees to be bound by the provisions of this Section 2.5 or otherwise enters into a confidentiality agreement which is no less restrictive than this Section 2.5 and pursuant to which PubCo is a party or third party beneficiary; (iv) to the extent required in connection with any routine or periodic examination or similar process by any regulatory or self-regulatory body or authority not specifically directed at PubCo or the confidential information obtained from PubCo pursuant to the terms of this Agreement; or (v) as may otherwise be required by law, regulation, rule, court order or subpoena, provided that NB promptly notifies PubCo of such disclosure and takes reasonable steps (at PubCo’s sole cost and expense) to minimize the extent of any such required disclosure. PubCo understands and agrees that any NB Director (or observer in lieu thereof) may disclose information about PubCo and its Subsidiaries received by such NB Director (or observer in lieu thereof) to NB and its Affiliates and Representatives (such information being deemed to be “Confidential Information” subject to this Section 2.5), and that such disclosure shall not constitute a breach of or failure to comply with any fiduciary duties of the NB Director (if applicable), or this Agreement, the Certificate of Incorporation, the Bylaws or similar governance documents that are generally applicable to PubCo’s Directors or any other agreement to which NB or its Affiliates, on the one hand, or PubCo or its Affiliates, on the other hand, are party; provided, that such director may not disclose any Excluded Opportunity (as defined in the Certificate of Incorporation) or Confidential Information, in each case, in a manner in which it reasonably would be expected to be used competitively by NB. (e) PubCo understands and acknowledges that (a) NB and its Affiliates may now or in the future engage in any business that may be competitive with the business of PubCo or its Subsidiaries, evaluate, invest in (directly or indirectly, including providing financing to) or do business with, competitors or potential competitors of PubCo or its Subsidiaries, and that the receipt of Confidential Information is not intended to and shall not restrict or preclude such activities, provided, that NB does not use any Confidential Information in connection therewith. Further, PubCo understands and acknowledges that NB and its Affiliates may (x) have general knowledge with respect to the industry in which PubCo or its Subsidiaries operate and that additional general industry knowledge may be gained by NB from reviewing Confidential Information that cannot be separated from NB’s overall knowledge and (y) retain certain mental impressions of the Confidential Information (it being understood that a mental impression is what a person retains when such person has not intentionally memorized the information or retained notes or other aids to help retain such memory), and such general knowledge and mental impressions shall be permitted to be used in the ordinary course of NB’s business, including in connection with evaluating investment opportunities, trading securities in the public markets and participating in private investment transactions and is not intended to be limited by this Section 2.5. Accordingly, NB and PubCo will negotiate in good faith to establish procedures to limit the manner of providing information to NB in a manner reasonably intended to prevent competitive harm to PubCo or any of its Subsidiaries or violations of law (e.g., using “clean team” members). (f) Except as required by law (in which case NB shall be given an opportunity to review and comment on such disclosure), PubCo and its Subsidiaries shall not make any disclosure regarding NB or any of its Affiliates in any regulatory filing or public disclosure (including filings with the SEC) without the prior written consent of NB, which consent shall not be unreasonably withheld, conditioned or delayed, unless such disclosure is substantially consistent with previous public disclosure regarding NB and its Affiliates.

Information Rights. (a) For so long as Until Enstar is granted the Holder owns any Common Shares, right to appoint members to the Company agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for Board of the Company’s consolidated group , ICG covenants and agrees to exercise its rights to request information under Section 6(d) of the Purchase Agreement as reasonably requested by Enstar, and agrees to request that a representative of Enstar be permitted to attend any meetings requested pursuant to such section. Enstar hereby acknowledges that it is aware, and it agrees that it will advise its representatives, agents, advisors, Affiliates and associates who are informed as to the matters which are the subject of this provision (the collectively, its “Company GroupRepresentatives”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availabilitythat the United States securities laws prohibit any Person who has received material, the annual accounts for each member of non‑public information concerning the Company Group (except where such accounts or audits the matters which are not legally required), and (C) within thirty (30) days after the end subject of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish this provision from purchasing or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession selling securities of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect from communicating such information to any other Person. Enstar agrees, and shall instruct its Representatives, to (i) keep such non‑public information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep Company strictly confidential, (ii) use the same degree of care to protect such non‑public information as each would use to protect its own non‑public information of a similar nature, but in no event with less than reasonable care, and shall cause its Representatives (iii) not disclose the non‑public information in any manner whatsoever to keep confidentialany Person, all information and documents obtained pursuant to except with the specific prior written consent of the Company. As used in this Section 18 unless such 6(d), “non‑public information: ” shall not include information which (Aa) is or becomes publicly available public knowledge other than as a result of a breach of this Section 18(b) by it the obligations of Enstar or its Representatives; (Bb) was within its possession known to the Standby Purchaser prior to being furnished to it by or on behalf the date of the Companythis Agreement; provided, that the source of such information was (c) becomes available without restriction from a third party not known by it Enstar to be bound by a under any confidentiality agreement with, or other contractual or legal obligation of confidentiality to, to the Company with respect to such informationthereto; or (Cd) is developed by Enstar or becomes available to it its Representatives without use of the Company’s non‑public information. In the event that Enstar or any of its Representatives on a non-confidential basis from a source other than are requested or required by law, regulation, deposition, interrogatory, request for documents, subpoena, civil investigative demand, administrative regulatory requirement, order, decree or the Company rules of any applicable stock exchange or similar legal process (collectively, “Law”) to disclose any of the foregoing non‑public information, Enstar shall (or will direct its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality Representatives to, ) provide ICG and the Company with prompt prior written notice of such requirement to the extent permissible under applicable Law and reasonably practicable under the circumstances in order to enable the Company to (A) seek, at its own cost, an appropriate protective order or other remedy or (B) waive compliance, in whole or in part, with the terms of this Agreement; and Enstar or such Representative shall consult and reasonably cooperate with the Company, at the Company’s expense and upon its written request, with respect to taking steps to resist or narrow the scope of such request or requirement. If, in the absence of a protective order, Enstar or such Representative is nonetheless, on the advice of counsel of Enstar or such Representative, as applicable, required by applicable Law to disclose the foregoing non‑public information; , Enstar or such Representative shall (DI) is independently developed by or on its behalf without violating any furnish only that portion of its obligations under this Section 18(b). (ii) In the event the Holder believesforegoing non‑public information that, based upon consultation with its advice of legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i)required, it shall to the extent possible under the circumstances provide reasonable prior written (II) give advance notice to the Company so of the information to be disclosed as far in advance as is legally permissible and practical, and (III) exercise commercially reasonable efforts, at the Company’s expense and upon its written request, to obtain reliable assurance that confidential treatment will be accorded such non‑public information. Notwithstanding anything to the contrary herein, without satisfying the other obligations of this paragraph, Enstar and its Representative may disclose such non‑public information to the extent such disclosure is requested or required in connection with routine audits or examinations by, or blanket document requests from, a Governmental Entity that does not specifically target the other parties, this Agreement or the transactions contemplated hereby. ICG and Enstar agree that the Company may, at its own expense, seek shall be a protective order or otherwise take reasonable steps to protect the confidentiality third party beneficiary of such informationthis Section 6(d).

Information Rights. (a) For In addition to any other information or similar rights that the SLL Investor Holders may be entitled to as equityholders of a Bahamian public company, from and after the Closing and so long as the Holder owns SLL Investor Holders are entitled to designate an individual on the Company Board pursuant to Section 1(a), (a) the Company shall simultaneously provide, or cause to be provided, to ▇▇▇▇▇▇▇ Representative copies of all notices, consents, minutes and other materials received by the Company Board, and the ▇▇▇▇▇▇▇ Representative shall be entitled to share all such information with any Common Sharesother SLL Investor Holders and its and their respective Representatives (collectively, the Company agrees that: “Information Recipients”); provided, that (i) The the Company shall not be obligated to provide any information to the Holder (A) within sixty (60) days after ▇▇▇▇▇▇▇ Representative if the end provision thereof would result in the loss of each fiscal yearattorney-client, with work product or similar legal privileges, as reasonably determined based on the consolidated financial results for advice of the Company’s consolidated group counsel (the “Company Group”) for such fiscal year (including a profit and loss accountprovided, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of that the Company Group shall use its reasonable best efforts to provide or convey such information in a manner without violating such privilege) and (except where ii) (A) the ▇▇▇▇▇▇▇ Representative shall (as a condition to receiving any such accounts or audits are not legally requiredinformation from the Company), and (CB) within thirty each Information Recipient shall (30as a condition to receiving any information from the ▇▇▇▇▇▇▇ Representative) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of execute and deliver to the Company Group for such fiscal quarter (including and, in the case of an Information Recipient, to the ▇▇▇▇▇▇▇ Representative), a profit and loss account, balance sheet, cash flow and statement customary agreement under which it agrees to abide by applicable restrictions on the trading of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion Equity Securities and to keep such information confidential if the ▇▇▇▇▇▇▇ Representative or such Information Recipient (as applicable) is not already subject to trading restrictions with the Holder with regards to updates respect to the Company’s business Equity Securities and financial results confidentiality obligations with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holderinformation that are at least as restrictive as such customary agreement would require, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. and (b) With respect the Company shall use commercially reasonable efforts (it being understood that the Company shall not have the obligation to incur any out-of-pocket, third party expenses) to provide the ▇▇▇▇▇▇▇ Representative with such other information and data in the Company’s possession or control as the ▇▇▇▇▇▇▇ Representative may reasonably request to assist any SLL Investor Holder in preparing its tax, regulatory or other similar filings or as otherwise required for administrative purposes. The ▇▇▇▇▇▇▇ Representative may, in its sole discretion, decline to receive any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained it may otherwise receive pursuant to this Section 18 unless such information: clause (Aa) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, 3 upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so (it being understood and agreed that if the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of ▇▇▇▇▇▇▇ Representative declines any such information, it shall in no way affect or limit its right to receive the same information pursuant to this Section 3 subsequently).

Information Rights. (a) For so long as Subject to the Holder owns any Common Sharesexecuting and delivering to the Company a Confidentiality Agreement, the Company agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after following each quarter’s end, the Company’s unaudited statements of income and cash flows for such fiscal quarter, and the Company’s unaudited balance sheet as of the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income)quarter, (B) promptly upon availabilitywithin one hundred twenty (120) days following each fiscal year’s end, (i) the Company’s audited balance sheet as of the end of such year, and (ii) the Company’s audited statements of income and cash flows for such year; provided that in each case, such financial statements shall be audited by independent public accountants of nationally recognized standing (clauses (A) and (B) together, the annual accounts for each member “Financial Statements”), (C) upon the written request of the Holder, a register of the members of the Company Group (except where such accounts or audits are not legally required)then in effect, and (CD) within thirty upon the written request of the Holder, any such additional information that the Holder may reasonably request as required for regulatory, tax or compliance purposes. For the avoidance of doubt, the Company may provide information in Exchange Act filings to satisfy the foregoing rights of the Holder. (30b) days The Holder shall be permitted to participate in a teleconference call to be held by the Company with the Holder and holders of Ordinary Shares between five (5) and twenty (20) Business Days after the end delivery of each fiscal quarterFinancial Statement to discuss the Company’s business, unaudited consolidated condensed financial results condition and financial performance, prospects, liquidity and capital resources. The Company will have no obligation to publicly disclose (or otherwise cleanse for securities law purposes) any information provided pursuant to this Section 9 or to confirm that any information provided to the Holder is or is not material, and the Company shall not be liable for any resulting limitation or restriction on dealing in securities of the Company Group for or its subsidiaries arising from the absence of any such fiscal quarter disclosure (including a profit and loss account, balance sheet, cash flow and statement or cleansing) and/or materiality of other comprehensive income)information. (iic) The Notwithstanding any of the foregoing, nothing herein shall require the Company will, within twenty-five to provide any information if the Board believes in good faith that such exclusion or omission is necessary to (25i) days after preserve the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession legal privilege of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representativessubsidiaries; (Bii) was within its possession prior to being furnished to it by or on behalf fulfil the obligations of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company subsidiaries with respect to such informationconfidential or proprietary information of third parties; (iii) protect the trade secrets, mysteries of trade, or (D) is independently developed by secret processes which may relate to the conduct of the business of the Company or on its behalf without violating any of its obligations under this Section 18(b). subsidiaries, or protect against a conflict of interest or (iiiv) In the event the Holder believescomply with any agreement, upon consultation with its legal counsel, that it is legally required to disclose any information law or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so order (provided that the Company may, at shall use its own expense, seek commercially reasonable efforts to cause such information to be provided in a protective order or otherwise take reasonable steps to protect the confidentiality of manner that would not result in such informationviolation).

Information Rights. (a) For so long as the Holder owns any Common Shares, The books and records of the Company agrees that: (i) The Company shall provide be available for inspection by the Holder (A) within sixty (60) days after Sponsors at the end principal office and place of each fiscal year, with the consolidated financial results for business of the Company’s consolidated group (. The Sponsors shall have the “Company Group”) for such fiscal year (including a profit and loss accountright to receive, balance sheet, cash flow and statement of other comprehensive income)upon request therefor, (Ba) promptly upon availability, the audited annual accounts for each member consolidated financial statements of the Company Group promptly following such statements becoming available to the Company, (except where b) unaudited quarterly consolidated financial statements of the Company promptly following such accounts or audits are not legally required)statements becoming available to the Company, and (Cc) an annual budget of the Company with respect to each fiscal year within thirty (30) days after following presentation thereof to the end of each fiscal quarterBoard or, if the Board approves such budget, approval thereof, (d) unaudited monthly consolidated condensed financial results income statements, balance sheets, and cashflow statements of the Company Group for promptly following the preparation thereof and (e) such fiscal quarter (including other information as may be reasonably requested by a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates Sponsor relating to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of which the Company or is permitted to disclose; provided, however, that any of its Subsidiaries relating such Person gaining access to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by regarding the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained Company pursuant to this Section 18 7(a) shall agree to hold in strict confidence, and shall not make any disclosure of, any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information: information is requested or required (Aby deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly available other than as a result of known without a breach of this Section 18(bAgreement, (y) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives such Person on a non-confidential basis from a source other than the Company or any of its Representatives; provided that (z) such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) information is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)such Person. (iib) In The rights of the event Sponsors under Section 7(a) hereof shall terminate at such time that the Holder believesSponsors cease to own at least 145,067 shares of Common Stock (as adjusted for stock dividends, upon consultation with its legal counselsplits, that it is legally required to disclose any information combinations or documents contemplated by Section 18(b)(i), it shall similar events and including all shares of Common Stock issuable to the extent possible under Sponsors upon the circumstances provide reasonable prior written notice to conversion and/or exercise of all securities held by the Company so Sponsors that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality are convertible and/or exerciseable for shares of such informationCommon Stock).

Information Rights. (a) For so long as the Holder owns any Common SharesSubject to Section 5.2(a), the Company agrees that: (i) The Company shall that each Stockholder Representative will be entitled to provide copies of the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for information received by such Stockholder Representative as a member of the Company’s consolidated group Board of Directors to Silver Lake Partners, L.P. and TPG Starburst IV, LLC, in each case for so long as such Stockholder, together with its respective Affiliates, beneficially owns in the aggregate at least five percent (the “Company Group”5%) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where outstanding shares of Common Stock, provided, that no Stockholder Representative shall be entitled to provide copies of such accounts or audits are not legally required), and (C) within thirty (30) days after information to the end of each fiscal quarter, unaudited consolidated condensed financial results of extent that the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement indicates that disclosure of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information would be reasonably likely to result in the possession waiver of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. attorney-client privilege. (b) With respect Silver Lake Partners, L.P. and TPG Starburst IV, LLC, severally and not jointly, agree to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidentialcomply with Regulation FD under the Exchange Act with respect to, all proprietary and non-public information regarding the Company and documents obtained its Subsidiaries received pursuant to this Section 18 unless 5.2; provided that nothing herein shall prevent such information: Stockholder from disclosing any such information that (Aa) is or becomes publicly generally available to the public other than as a result of a breach disclosure by such Stockholder in violation of this Section 18(b) by it or its Representatives; Agreement, (Bb) was within its the Stockholder’s possession or developed by it prior to being furnished to it by or on behalf of the Company; provided, with such information (provided that the source of such information was not known by it the Stockholder to be bound by a confidentiality agreement with, or other contractual contractual, legal or legal fiduciary obligation of confidentiality to, the Company with respect to such information); (Cc) is or becomes available to it or any of its Representatives the Stockholder on a non-confidential basis from a source other than the Company or any of its Representatives; (provided that such source was is not known to it by the Stockholder to be bound by a confidentiality agreement with, or other contractual contractual, legal or legal fiduciary obligation of confidentiality to, the Company with respect to such information); or (Dd) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose be disclosed by law, any information legal or documents contemplated by Section 18(b)(i)administrative process or any order, it shall decree or similar requirement (provided that prior to the extent possible such disclosure, such Stockholder shall, unless prohibited under the circumstances provide reasonable prior written notice to such circumstances, promptly notify the Company of any such disclosure so that the Company may, may take whatever action it deems appropriate at its own expense, seek including intervention in any proceeding and the seeking of an injunction or a protective order or otherwise take reasonable steps to protect prohibit such disclosure, and the confidentiality of such informationStockholders shall reasonably cooperate with respect thereto).

Information Rights. (a) For Subject to Section 7(a)(ii)(7), following the Closing, and for so long as any of the Option remains exercisable and for so long as the Holder owns any Common SharesCompany is not a public reporting company under the 1934 Act, the Company agrees that: shall: (i) The Company shall provide the Holder Purchaser with quarterly and annual unaudited and unannotated financial statements (Aincome statement, balance sheet and cash flow statement) within sixty (60) 60 days after following the end of each quarter or fiscal year, with as applicable; (ii) promptly notify Initial Purchaser of any transaction or event of which the consolidated financial results for Board of Directors becomes aware that (A) would make any such information provided to Purchaser pursuant to part (i) untrue in any material respect or (B) could reasonably be expected to have a Material Adverse Effect on the Company; (iii) provide a once-weekly meeting between the CEO of the Company and other requested executives of the Initial Purchaser to discuss the Company’s consolidated group progress towards the IPO, on a confidential basis; (the “Company Group”iv) for furnish Purchaser with such fiscal year (including a profit financial, operating and loss account, balance sheet, cash flow other data and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of information related to the Company Group (except where such accounts or audits are not legally required)as Purchaser may reasonably request, on a confidential basis, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of in any case only which the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information prepares in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Companyordinary course; provided, however, that the source of such information was Company shall not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information to Purchaser if such information would, in the Company’s reasonable judgment, (A) be considered a trade secret, (B) jeopardize any attorney-client privilege or documents contemplated by Section 18(b)(i), it shall (C) contravene any applicable Law or binding agreement entered into prior to the extent possible under the circumstances provide reasonable prior written notice date hereof in any material respect; notify Purchaser within two Business Days of any material events related to the Company so or its shareholders that would be required to be disclosed on Form 8-K if the Company maywere a public reporting company under the 1934 Act; (v) notify Purchaser substantially simultaneously with the consummation of any transaction involving or informing the valuation of the Company’s Capital Stock; and (vi) within 15 days following the end of each quarter, at its own expenseprovide Purchaser with (A) the total number of shares of outstanding Common Stock of the Company and (B) the total number of shares of outstanding Common Stock of the Company, seek calculated on a protective order or otherwise take reasonable steps to protect fully diluted basis using the confidentiality treasury method of such informationaccounting.

Information Rights. (a) For The Company will furnish to the Holders (so long as the Holder owns holds Securities representing at least a Voting Power Percentage Interest of at least ten percent (10%) (such percentage, the “Information Rights Minimum Securities Percentage” and such Holder, a “Qualified Holder”)) all information (“Required Information”) such Holder reasonably determines in good faith is required by such Holder or any Common Sharesof its Affiliates for any such Person to comply with any applicable law, including the rules of the SEC or the equivalent governmental entity in any other country, or any rules or listing agreement of any securities exchange on which securities of such Holder or any of its Affiliates may be listed or traded, including any information that is required to be filed with the SEC or the equivalent governmental entity in any other country. Any Required Information shall be provided as promptly as reasonably practicable following the request therefor and no later than the time that such Holder requests such information be provided as long such Holder shall have provided the Company reasonable advance notice of such requirement. Required Information may include reconciliations of any financial information in accordance with International Financial Reporting Standards (“IFRS”) and in accordance with the accounting policies of such Holder or any of its Affiliates, applied on a basis consistent with prior periods, as applicable, and such IFRS reconciliations shall be accompanied by an audit or review report, as applicable, by independent certified public accountants who are one of the “Big Four” United States accounting firms, as appointed by the Company’s Board of Directors. Without derogating from the above, the Company acknowledges that it understands that any of the aforementioned information may be included in any reports or filings required to be made by such Holder or any of its Affiliates with the SEC or the equivalent governmental entity in any other country or required by any securities exchange on which securities of such Holder or any of its Affiliates may be listed or traded, including any reconciliation or translation of any of the foregoing, and accordingly may be available to the public, and the Company agrees thatthat it shall provide its written consent to such inclusion of the aforementioned information if required to evidence the consent contemplated by this Section. The following information shall be deemed to be Required Information and shall be delivered as described: (i) The Company shall provide the Holder (A) the audited consolidated financial statements of Company and its subsidiaries and including all required disclosures as at the end of each calendar year (December 31) of the Company, which shall be provided as soon as available and in any event within sixty (60) calendar days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal calendar year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally requiredshorter period), and (CB) reasonable drafts of the consolidated financial statements of Company and its subsidiaries as at the end of each calendar year (December 31) of the Company, which shall be provided as soon as available and in any event within thirty forty five (3045) calendar days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter calendar year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive incomeor shorter period).; and (ii) The (A) the reviewed consolidated financial statements of the Company willand its subsidiaries all in reasonable detail as at the end of each calendar quarter (other than the fourth calendar quarter) of the Company, which shall be provided as soon as available and in any event within twentyforty-five (2545) calendar days after the end of each fiscal such calendar quarter, make and (B) reasonable drafts of the consolidated financial statements of the Company and its subsidiaries as at the end of each calendar quarter (other than the fourth calendar quarter) of the Company’s Chief Financial Officer , which shall be provided as soon as available for a discussion with and in any event within thirty (30) calendar days after the end of each such calendar quarter. Following the delivery of any drafts contemplated by clause (i)(B) or (ii)(B) above, the Company shall keep the Qualified Holder with regards to apprised of any material changes in the drafts provided and shall provide reasonable updates to the Company’s business drafts until such time as the final financial statements contemplated by clauses (i)(A) and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holderii)(A), upon reasonable request as promptly as practicablerespectively, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxesabove are provided. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidentialThe Company shall, and shall cause its Representatives subsidiaries to, use reasonable best efforts to keep confidentialcause any of its or their current or former auditors to cooperate with any Qualified Holder and provide all necessary consents with respect to filings of any such Qualified Holder (including consents to either directly include in an filing or incorporate by reference the auditor’s audit opinion and accountant’s review report for the respective years and interim periods), all in connection with information and documents obtained pursuant related to this Section 18 unless the Company, which is reasonably required in any filings required to be made by such information: (A) is Qualified Holder with the SEC or becomes publicly available the equivalent governmental entity in any other than as a result country or required by any securities exchange on which securities of a breach such Qualified Holder or any of this Section 18(b) by it its Affiliates may be listed or its Representatives; (B) was within its possession prior to being furnished to it by traded, including any reconciliation or on behalf translation of any of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality toforegoing. Furthermore, the Company shall, and shall cause its subsidiaries to, use reasonable best efforts to cause any of its consultants retained for the purpose of valuing the Company’s assets, liabilities, equity instruments or any other interest therein, to cooperate with any such Qualified Holder and/or consultants retained by the Qualified Holder and provide all relevant information as determined necessary by the Qualified Holder with respect to such information; (C) is valuations, including, but not limited to, consents to directly include such valuations in any filings required to be made by such Qualified Holder with the SEC or becomes available to it the equivalent governmental entity in any other country or required by any securities exchange on which securities of such Qualified Holder or any of its Representatives on a non-confidential basis from a source other than the Company Affiliates may be listed or traded, including any reconciliation or translation of any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)foregoing. (iic) In The Company shall provide each Qualified Holder with any documents or information reasonably required in connection with any public report or public disclosure such Qualified Holder (or any entity that controls it (within the event meaning of Section 15 of the Holder believesSecurities Act or Section 20 of the Exchange Act), upon consultation with its legal counseldirectly or indirectly) is required to make pursuant to applicable law (including pursuant to securities laws and regulations and the lawful instructions of competent securities authorities); provided, however, that it such report or disclosure is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to in connection with the Company so and that there are no disclosure exemptions available to such Qualified Holder or the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationentity that controls it under law.

Information Rights. (a) For so long Invesco acknowledges that the investment of MassMutual or its Controlled Affiliates in Invesco are material and strategic to them. Accordingly, Invesco shall provide to MassMutual and its representatives, (i) on an ongoing and current basis, such access to the information set forth on Schedule I and (ii) access to such other personnel and information, including with respect to Invesco’s business, operations, plans and prospects, during normal business hours, as MassMutual may reasonably request from time to time in order to appropriately manage and evaluate its investment in Invesco. In addition to the Holder owns foregoing, Invesco shall provide MassMutual notice of (i) the institution of, and/or settlement, judgment, decree award with respect to, any Common Shareslitigation, arbitration or other similar proceeding, and/or any formal investigation by any Governmental Authority having jurisdiction over Invesco or its Affiliates, in each case involving an allegation of wrongful conduct (including breach of applicable agreement or violation of Applicable Law) that is reasonably likely to materially and adversely affect the Company business or financial condition of Invesco, and (ii) the occurrence of any other non-ordinary course matters with respect to Invesco that is reasonably expected to have a material and adverse impact on Invesco, in each case, which notice shall be provided as promptly as is reasonably practicable under the circumstances and which notice need not contain any information that (x) may, in the good faith judgement of Invesco and their legal counsel, jeopardize the attorney-client privilege or (y) relate to a pending or threatened dispute with MassMutual or any of its Affiliates. (b) Without limiting the generality of the foregoing, Invesco agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after following the end of each fiscal yearquarter and fiscal year of Invesco, Invesco shall provide MassMutual with the (A) consolidated financial results for the recently completed fiscal quarter and fiscal year, as applicable, of the Company’s Invesco consolidated group (the “Company Invesco Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), in each case, promptly after such statements are prepared (including, with respect to fiscal years, audit reports as such reports become available), together with such supporting detailed information as MassMutual may reasonably request to enable it to prepare its own consolidated financial statements, including MassMutual’s quarterly financial statements and annual audited financial statements and (B) promptly upon availability, such other financial information or documents in the annual accounts for each member possession of the Company Group (except where such accounts Invesco and any of its Subsidiaries as MassMutual or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income).its Representatives may reasonably request; and (ii) The Company willInvesco shall cooperate, within twenty-five and use its best reasonable efforts to cause Invesco’s independent certified public accounts (25“Invesco’s Auditors”) days after the end of each fiscal quarterto cooperate, make the Companyat MassMutual’s Chief Financial Officer available for a discussion expense, with the Holder with regards to updates MassMutual to the Companyextent reasonably requested by MassMutual or its Representatives in the preparation by MassMutual of its public earnings releases or other press releases, Annual Reports to Policyholders and any filings made by MassMutual with any Governmental Authority or otherwise made publicly available that include Invesco financial information (collectively, the “MassMutual Public Filings”). Invesco agrees to provide to MassMutual all information that MassMutual or its Representatives reasonably requests in connection with any MassMutual Public Filings or that, in the reasonable judgment of MassMutual (upon the advice of counsel) is required to be disclosed or incorporated by reference therein under any Applicable Law. Invesco shall use its reasonable best efforts to provide such information on a timely basis. Invesco shall use its reasonable best efforts to cause Invesco’s business and financial results Auditors to consent, at MassMutual’s expense, to any reference to them as experts in any MassMutual Public Filings required under Applicable Law. (c) Invesco shall use reasonable best efforts to timely provide MassMutual with (x) IRS Forms 5471 with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession any of the Company Invesco or any of its Subsidiaries relating which is a controlled foreign corporation within the meaning of Section 957 of the Code (a “CFC”), (y) information required to Taxes(i) make calculations of Global Intangible Low-Taxed Income under Section 951A of the Code with respect to any CFC, including including, to the extent necessary, information on foreign taxes paid, (ii) track distributions of previously taxed income of any CFC under Section 959 of the Code, (iii) determine the source and classification for United States Federal income Tax purposes of dividends received by MassMutual from Invesco, and (iv) allocate expenses pursuant to Treasury Regulations Section 1.861-8, and (z) any other information reasonably necessary for the preparation of the MassMutual’s U.S. federal and state income Tax Returns to the extent reasonably requested in writing by MassMutual or its Representatives. Invesco shall provide the foregoing information on an annual basis and will also timely provide quarterly estimates of the foregoing information. In the event of any material intercompany transaction or series of transactions involving any Subsidiaries of Invesco that is a CFC, Invesco will promptly provide to MassMutual copies of any transfer pricing studies undertaken in connection with filing therewith. The obligations set forth in this Section 4.4(c) will survive for so long as either (i) MassMutual is a United States shareholder of Invesco or any Tax Return, amended Tax Return of its Subsidiaries within the meaning of Section 951(b) of the Code which is a CFC or claim for Tax refund, determining (ii) Invesco is either a liability for Taxes specified 10-percent owned foreign corporation (within the meaning of Section 245A of the Code) or a right qualified 10-percent owned foreign corporation (within the meaning of Section 245 of the Code) with respect to a Tax refund, MassMutual or participating in or conducting any proceeding in respect of Taxesits Affiliates. (bd) Invesco will negotiate in good faith with MassMutual to develop appropriate protocols for each to share with the other aggregate security position information for use in their respective compliance programs and to coordinate share ownership reporting with MassMutual for such purpose. (e) With respect to any information provided by the Companyor on behalf of Invesco: (i) Subject to the requirements of lawApplicable Law, the Holder shall keep confidentialMassMutual shall, and shall cause its Controlled Affiliates and its and their respective Representatives to to, keep confidential, all information and documents obtained pursuant to Section 5.4(e) of the Merger Agreement and this Section 18 4.4 (or retained pursuant to Section 5.4(d) of the Merger Agreement) unless such information: information (A) is or becomes publicly available other than as a result of a breach of this Section 18(b4.4(e) by it or its Controlled Affiliates or its or their respective Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; providedInvesco, provided that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company Invesco with respect to such information; (C) is or becomes available to it such Person or any of its Representatives on a non-confidential basis from a source other than the Company Invesco or any of its Affiliates or its or their respective Representatives; , provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company Invesco or any of its Affiliates or its or their respective Representatives with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b4.4(e); provided that the exceptions in clauses (B), (C) and (D) shall not apply with respect to any information retained or obtained pursuant to Sections 5.4(d) and (e) of the Merger Agreement). (ii) In the event the Holder believes, upon consultation with its legal counsel, MassMutual believes that it is legally required to disclose any information or documents contemplated by this Section 18(b)(i4.4(e), it shall to the extent possible reasonably practicable under the circumstances provide reasonable prior written notice to the Company Invesco so that the Company Invesco may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information, and MassMutual shall cooperate reasonably (at Invesco’s expense) with respect to such efforts. (iii) Notwithstanding the foregoing, MassMutual may disclose any information or documents contemplated by this Section 4.4(e) (A) (1) in response to a routine examination by, or request of, any Governmental Authority that does not target Invesco or its Affiliates or this Agreement, in each case so long as the information provided is limited to that requested or (2) otherwise provided to the Massachusetts Division of Insurance in the ordinary course of business of MassMutual and its Affiliates and, in each case, MassMutual exercises measures with respect to maintaining the confidentiality of any such disclosed information consistent with the care it takes to maintain the confidentiality of its own comparable information similarly disclosed or (B) in a filing with any Governmental Authority to the extent required by Applicable Law, provided that in the case of clause (B) it shall to the extent reasonably practicable under the circumstances provide prior notice to Invesco. (iv) The rights of MassMutual and the obligations of Invesco hereunder shall be subject to Applicable Laws relating to the exchange of information and other Applicable Laws.

Information Rights. The Company agrees that as long as any of the Obligations is outstanding: (a) For so long as The Company shall furnish the Holder owns any Common Shares, Secured Party certain information in accordance with the Company agrees that:terms of Exhibit B hereto. (ib) The Company shall provide the Holder as soon as possible and in any event within two (A) within sixty (602) days after the end occurrence of each fiscal yearany Event of Default (as defined in the Note) or any event that, with the consolidated financial results for giving of notice or lapse of time or both, would constitute an Event of Default, the written statement of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member chief financial officer of the Company Group (except where setting forth the details of such accounts Event of Default or audits are not legally required)such other event, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of action that the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income)has taken or intends to take with respect thereto. (iic) The All financial information (other than any such information contained in reports filed by Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates Securities and Exchange Commission) disclosed by the Company to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information Secured Party in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained writing pursuant to this Section 18 unless 11 shall be considered “Confidential Information” for purposes hereof. In handling any such Confidential Information, the Secured Party will exercise the same degree of care that it exercises for its own propriety confidential information: . Notwithstanding the forgoing, disclosure of Confidential Information may be made (Ai) is to the Secured Party’s subsidiaries or becomes publicly available other than as a result affiliates, (ii) to prospective transferees or purchasers, directly or indirectly, of a breach of any interest in this Section 18(b) by it Agreement, the Note or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf the obligations of the Company; Company hereunder and thereunder (provided, however, that the source of Secured Party shall use commercially reasonable efforts to obtain such information was not known by it prospective transferee’s or purchaser’s agreement to be bound by a confidentiality agreement withthe terms of this Section 11(c) or another provision having substantially similar import), (iii) as required by law, regulation, subpoena, or other contractual order, (iv) as required in *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. connection with the Secured Party’s examination or audit, (v) to the Secured Party’s legal obligation of confidentiality tocounsel, and (vi) as the Secured Party considers appropriate in connection with exercising any remedies under this Agreement, the Company with respect to such information; Note or any law. Confidential Information does not and shall not include information that either (Ci) is in the public domain or in the Secured Party’s possession when disclosed to the Secured Party, or becomes available part of the public domain after disclosure to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement withSecured Party, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In is disclosed to the event Secured Party by a third party, if the Holder believesSecured Party does not know, upon consultation with its legal counselat the time of disclosure, that it the third party is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to prohibited from disclosing the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. For the Applicable Period and without limiting any of the rights and obligations of the parties pursuant to ‎Section 4.01, the Company will deliver to Parent as soon as practicable such financial and other information and data with respect to the Lithium Group and its business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by Parent. Without limiting the foregoing: (a) For so long as the Holder owns any Common Shares, the Company agrees that: (i) The Company shall, and shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for cause each member of the Company Lithium Group that files information with the SEC to, deliver to Parent (except where i) substantially final drafts, as soon as the same are prepared, of (x) all reports, notices and proxy and information statements to be sent or made available by such accounts Lithium Group member to its respective security holders, (y) all regular, periodic and other reports to be filed or audits are not legally requiredfurnished under Sections 13, 14 and 15 of the Exchange Act (including reports on Forms 10-K, 10-Q and 8-K and annual reports to shareholders), and (Cz) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit all registration statements and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause prospectuses to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of filed by the Company or any member of the Lithium Group with the SEC or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (x), (y) and (z) are referred to in this Agreement as “Company Public Documents”); and (ii) as soon as practicable, but in no event later than ten (10) Business Days (other than with respect to Form 8-Ks) prior to the earliest of the dates the same are printed, sent or filed, current drafts of all such Company Public Documents and, with respect to Form 8-Ks, as soon as practicable; provided, however, that the Company may continue to revise such Company Public Documents prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by the Company to Parent as soon as practicable; provided, further, that Parent and the Company financial representatives will actively consult with each other regarding any changes (whether or not substantive) which the Company may consider making to any of its Subsidiaries relating Company Public Documents and related disclosures prior to Taxesany anticipated filing with the SEC, including in connection with filing particular focus on any Tax Return, amended Tax Return changes which would have an effect upon the Parent Financial Statements or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes.related disclosures; and (b) With respect the Company shall, as promptly as practicable and in accordance with the Financial Reporting Timeline, deliver to any information provided Parent copies of all annual budgets and financial projections (consistent in terms of format and detail mutually agreed upon by the Company: (iparties) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice relating to the Company so that on a consolidated basis and will provide Parent an opportunity to meet with management of the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of discuss such informationbudgets and projections.

Information Rights. (a) For so So long as the Holder owns any Common Sharespercentage of outstanding Shares beneficially owned, held and/or voted by proxy by Amberjack and the Principal Stockholders, collectively, at the relevant time equals or exceeds five percent (5%), the Company agrees that: (i) The Company (x) shall provide Amberjack and the Holder (A) within sixty (60) days after the end of each fiscal year, Principal Stockholders or their authorized representatives with the consolidated financial results for reasonable access to visit and inspect any of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession properties of the Company or any of its Subsidiaries subsidiaries, including its and their books of account, monthly management reports, operating and capital expenditure budgets, periodic information packages relating to Taxesthe operations and cash flows of the Company and other records and (y) shall provide Amberjack and the Principal Stockholders or their authorized representatives with the right to discuss and access to the Company’s or its subsidiaries’ affairs, finances and accounts with its and their officers, during normal business hours following reasonable notice, and (ii) for so long as the Company is not a public reporting company, (x) an unaudited consolidated balance sheet of the Company as of the end of each completed fiscal quarter in each year following the date hereof and (y) an audited annual consolidated balance sheet of the Company as of the end of the fiscal year in each year following the date hereof and the related audited consolidated statements of income, changes in stockholders’ equity and cash flow for the fiscal years then ended, including in connection the notes thereto. So long as the percentage of outstanding Shares beneficially owned, held and/or voted by proxy by ▇▇▇▇▇▇▇▇▇ and the Principal Stockholders, collectively, at the relevant time equals or exceeds five percent (5%), the Company shall also provide Amberjack and the Principal Stockholders or their authorized representatives with filing such additional information as Amberjack and the Principal Stockholders reasonably request. Notwithstanding any Tax Returnof the foregoing, amended Tax Return the Company shall not be obligated to provide Amberjack or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect the Principal Stockholders with access to any information provided by or materials (or portions thereof) if a majority of the Company: members of the Board who are non-Amberjack Directors determine reasonably that the withholding of such information or materials (ior portions thereof) Subject is reasonably necessary to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is preserve attorney-client privilege or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf avoid a conflict of interest between the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality toCompany and Amberjack, the Company with respect to such information; (C) is or becomes available to it Principal Stockholders or any of its Representatives on a nontheir respective Affiliates or breach of pre-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, existing contractual or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)obligations. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. From the date hereof until the Sunset Date, in order to facilitate (ai) For so long as the Holder owns any Common SharesStockholders' compliance with legal and regulatory requirements applicable to the Beneficial Ownership by the Stockholder Parties of Equity Interests of the Company and (ii) Stockholders' oversight of their investment in the Company, the Company agrees thatto provide each Stockholder and each of Crestview Partners IV (TE), L.P. and Crestview Partners IV Co-Investors, L.P. (the "Specified Funds") with the following: a. quarterly financial statements as soon as reasonably practicable after they become available but no later than the later of (i) The forty-five days after the end of each of the first three quarters of each fiscal year of the Company and (ii) the applicable filing deadlines under SEC rules; provided that this requirement shall provide be deemed to have been satisfied if, on or prior to such date, the Holder Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC; b. audited (Aby a nationally recognized accounting firm) within sixty annual financial statements as soon as reasonably practicable after they become available but no later than the later of (60i) ninety days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group and (except where ii) the applicable filing deadline under SEC rules; provided that this requirement shall be deemed to have been satisfied if, on or prior to such accounts date, the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC; and c. reasonable access, to the extent reasonably requested by a Stockholder or audits are not legally requireda Specified Fund (as the case may be), to the offices and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results properties of the Company Group for and its Subsidiaries, including its and their books and records, and to discuss its and their affairs, finances and accounts with its and their officers, all upon reasonable notice and at such fiscal quarter reasonable times and as often as may reasonably be requested; provided that any investigation pursuant to this Section 3.03(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; 11 provided, that the Company shall not be obligated to provide such access or materials if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (including a profit and loss account, balance sheet, cash flow and statement i) result in the disclosure of other comprehensive income).trade secrets or competitively sensitive information to third parties, (ii) The Company willviolate applicable Law or any contractual or other obligation of confidentiality owing to a third party, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (provided, however, that the Company shall furnish use reasonable efforts to provide alternative, redacted or cause substitute documents or information in a manner that would not result in the loss of the ability to be furnished assert attorney-client privilege, attorney work product protection or other legal privileges), or (iv) expose the Company to risk of liability for disclosure of personal information; provided, further, that the Holder, upon parties hereto shall use their commercially reasonable request as promptly as practicable, efforts to disclose such information in a manner that would not violate the possession of foregoing. In addition, notwithstanding anything to the contrary contained herein, neither the Company or nor any of its Subsidiaries relating will be required to Taxesprovide any information or material that relate to, including contain or reflect any analyses, studies, notes, memoranda and other information related to or prepared in connection with filing any Tax Return, amended Tax Return Transaction Document or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided the transactions contemplated by the Company: (i) Subject Investment Agreement or any matters relating thereto or any transactions with or matters relating to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)Stockholders. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. From and after the date that TransDigm Inc. is not required to file periodic reports pursuant to the Exchange Act or the Indenture, or if TransDigm Inc. fails to file such required periodic reports with the Securities and Exchange Commission (the “SEC”), in each case, for any reason whatsoever, Holdings shall provide to each Stockholder, by electronic means or otherwise, essentially the same information that would be contained in an Annual Reports on Form 10-K and in Quarterly Reports on Form 10-Q, if TransDigm Inc. were required to file, or did not fail to file, such periodic reports, it being understood and agreed that such information shall (a) For so long be provided to the Stockholders no later than the date on which TransDigm Inc. would have been required to file such report with the SEC and (b) include, without limitation, annual audited financial statements and unaudited quarterly financial statements, each prepared in accordance with generally accepted accounting principles. Without limiting the foregoing, from and after the date hereof, on reasonable prior written notice, Holdings shall make its representatives reasonably available to the Institutional Investors to discuss the business, results of operations and other matters pertaining to TransDigm, it being understood and agreed that no Institutional Investor shall be permitted to exercise the rights granted pursuant to this sentence more than two (2) times in any fiscal year. Any and all information provided to any Stockholder pursuant to the terms of this Agreement (other than any information that is generally available to the public through no breach of the terms of this Agreement) shall be treated as confidential information by such Stockholder and such Stockholder shall use its reasonable best efforts to ensure that such information is not disclosed or otherwise divulged to any third party (other than such Stockholder’s counsel, accountants and other professional advisors in connection with services being performed by any such professional for such Stockholder. Notwithstanding any statement to the Holder owns contrary in this Agreement, or any Common Sharesother document furnished to any party hereto concerning the Company and its Affiliates, the Company agrees that: (i) The Company shall provide Company, its Affiliates and its advisors authorize each of the Holder (A) within sixty (60) days parties hereto and each of the employees, representatives or other agents of such parties, from and after the end commencement of each fiscal yearany discussions with any such party, with to disclose, without limitation of any kind, to any and all Persons, the consolidated financial results for tax treatment and tax structure of the Company’s consolidated group (the “Company Group”) for such fiscal year transactions contemplated by this Agreement and all matters relating hereto and all materials of any kind (including a profit and loss account, balance sheet, cash flow and statement of opinions or other comprehensive income), (Btax analyses) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect relating to such fiscal quarter. (iii) The Company shall furnish tax treatment or cause tax structure that are provided to be furnished to the Holdersuch party, upon reasonable request as promptly as practicable, such except for any information in the possession of identifying the Company or any of its Subsidiaries relating to TaxesAffiliates. For purposes hereof, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information the terms “tax treatment” and “tax structure” shall have the meaning provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Treasury Regulation Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non1.6011-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)4. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long To the fullest extent permitted by law, each Member, other than any Member that is a Disqualified Person (unless approved by the Board), shall have the right to receive the following information (which right the Company may satisfy by providing access to each Member to a confidential website (which may be hosted by or otherwise provided by an agent that has been engaged by the Company for the purpose of disseminating such information) and timely posting such information on such website (which website shall have a system of email notification of new postings and may require confirmation by viewers of the site of customary “click-through” confidentiality features, a “Secure Site”)), and each Member may share and discuss such information (along with any other information provided to Members pursuant to this Agreement and otherwise made available to Members via the Secure Site) with any Exempt Person as well as any bona fide prospective purchaser of Common Units or indebtedness for borrowed money incurred by the Holder owns Company or its Subsidiaries and held by such Member or any Common Sharesbona fide prospective lender of indebtedness for borrowed money potentially to-be-incurred by the Company or its Subsidiaries and held by such Member that (x) is not a Disqualified Person (unless approved by the Board) and (y) has entered into, and delivered to the Company, a confidentiality agreement regarding the treatment of such information substantially in the form attached as Exhibit C (with such changes reasonably requested by such prospective purchaser and approved by the Company (such approval not to be unreasonably withheld, delayed or conditioned)) (and for the avoidance of doubt, at its election, the Company agrees that:may share and discuss such information with any bona fide prospective purchaser of Common Units or bona fide prospective lender): (i) The as soon as available and, in any event, within one hundred and twenty (120) days after the end of each Fiscal Year, copies of annual consolidated financial statements of the Company and its Subsidiaries as of the end of such Fiscal Year, accompanied by a written report that contains information generally of the nature required by the substantive requirements of Item 303 of Regulation S-K (17 CFR Part 229.310) for such time period (“MD&A”), which financial statements shall provide (x) be prepared in accordance with GAAP, and (y) be audited by a nationally recognized accounting firm approved by the Holder Board; (Aii) as soon as available and, in any event, within sixty (60) days after the end after each of quarter of each fiscal year, with Fiscal Year or such earlier date as the consolidated financial results for Company or any of its Subsidiaries may be required to deliver such information to the Company’s consolidated group (the “Company Group”) lenders under any credit agreement, indenture or similar agreement with respect to indebtedness for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member borrowed money of the Company Group or any of its Subsidiaries, consolidated financial statements of the Company and its Subsidiaries for the quarterly period then ended, prepared in accordance with GAAP, subject to the absence of footnotes and to year-end adjustments, accompanied by an MD&A (except where collectively, the “Quarterly Financials”); provided, however, that an MD&A is not required to accompany the Quarterly Financials for last quarterly period of each Fiscal Year; (iii) all current reports that would be required to be filed with, and within the timing that would be required by, the SEC on Form 8-K if the Company were required to file such accounts or audits are reports, with respect to events requiring disclosure under Items 1.01, 1.02, 1.03, 2.01 (which, for the avoidance of doubt, will not legally requiredrequire financial information under Item 9.01), 2.03, 2.04, 3.03, 4.02, 5.01, 5.02 (other than compensation-related information required thereunder, including vesting metrics and valuation methodologies) and 5.03 of Form 8-K; and (Civ) as soon as available and, in any event, within thirty twenty (3020) days after the end of each fiscal quartermonth, unaudited consolidated condensed a “fleet status report” substantially in the form set of Exhibit D. Notwithstanding anything to the contrary set forth in Section 8.3(a)(ii), for the quarterly period ended June 30, 2021, the Company shall not be considered to be in breach of Section 8.3(a)(ii) if (A) the failure to provide the financial statements for such quarterly period in the form or in the time period required by Section 8.3(a)(ii) results from a breach of the Company Group for such fiscal quarter Transition Services Agreement or (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (iiB) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards information required to updates be delivered to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished pursuant to the Holder, upon reasonable request as promptly as practicable, such information in the possession of Transition Services Agreement does not enable the Company to provide the financial statements in such form or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxessuch time period. (b) With respect The Company shall host, and each Member shall have access to, regular conference calls with senior officers of the Company to discuss the results of operations for the relevant reporting period, which calls shall include a reasonable and customary question and answer session. Each such call shall be hosted no later than ten (10) Business Days after the Company furnishes the corresponding annual or quarterly report in accordance with this Section 8.3. (c) For so long as the Common Units remain outstanding and during any period during which the Company is not subject to Section 13 or Section 15(d) of the Exchange Act, as amended, nor exempt therefrom pursuant to Rule 12g3-2(b), the Company shall furnish to the holders of Common Units and, upon their request, prospective purchasers of the Common Units, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) Except as otherwise provided in Section 8.5(b), the Company shall furnish to the holders of Common Units, upon reasonable request and at the cost of such requesting holders, any information reasonably required by the holders of Common Units in connection with their tax reporting obligations, to the extent such information is reasonably available to the Company. (e) During the term of the Company’s existence, there shall be maintained in the Company’s principal office or at the office of the Company’s agents and representatives all records required to be kept pursuant to the Act, including (except where otherwise stated, whether or not so required) a current list of the names, addresses and Common Units held by each of the Members (including the dates on which each of the Members became a Member), names and addresses of all Directors, a list of beneficial owners of the Company (only if required under the Act), copies of federal, state and local information or income tax returns for each of the Company’s tax years, copies of this Agreement and each of the Company’s organizational documents, including all amendments thereto and restatements thereof, minutes of all meetings of Members, minutes of all meetings of Directors, action by written consent of the Members, action by written consent of the Board, and correct and complete books and records of account of the Company. Prior to any termination of the Company’s existence, the Company shall use all reasonable efforts to ensure that, for a period of six (6) years after any such termination, such information, to the extent still in existence and available, may be obtained by a Member’s request in writing to a legal advisor or agent of the Company to be designated prior to any such termination, with the cost (as reasonably determined by such legal advisor or agent) of accessing and providing such information being borne by the requesting Member. (f) Upon the written request of any Member, the Company shall promptly certify to such Member the number of Common Units and any other issued and outstanding equity security of the Company held by such Member on the books and records of the Company as of the date of such written request; provided, to the extent the Company elects to engage a transfer agent to maintain the records required pursuant to Section 8.3(e), such certification (or a statement of similar effect) may be provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)’s transfer agent. (iig) In the event the Holder believesThe rights of each Member granted pursuant to Sections 8.3(a) through 8.3(e) of this Agreement shall be freely Transferable, upon consultation in whole or in part, by such Member in connection with any Transfer of its legal counsel, that it is legally required Common Units otherwise permitted in accordance with Article V. (h) The Company shall provide to disclose each Director copies of any information materials distributed or documents contemplated by Section 18(b)(i), it shall made available to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationany other Directors.

Information Rights. For the Applicable Period and without limiting any of the rights and obligations of the parties pursuant to Section 4.01, the Company will deliver to Parent as soon as practicable such financial and other information and data with respect to the Lithium Group and its business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by Parent. Without limiting the foregoing: (a) For so long as the Holder owns any Common Shares, the Company agrees that: (i) The Company shall, and shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for cause each member of the Company Lithium Group that files information with the SEC to, deliver to Parent (except where i) substantially final drafts, as soon as the same are prepared, of (x) all reports, notices and proxy and information statements to be sent or made available by such accounts Lithium Group member to its respective security holders, (y) all regular, periodic and other reports to be filed or audits are not legally requiredfurnished under Sections 13, 14 and 15 of the Exchange Act (including reports on Forms 10-K, 10-Q and 8-K and annual reports to shareholders), and (Cz) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit all registration statements and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause prospectuses to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of filed by the Company or any member of the Lithium Group with the SEC or any securities exchange pursuant to the listed company manual (or similar requirements) of such exchange (collectively, the documents identified in clauses (x), (y) and (z) are referred to in this Agreement as “Company Public Documents”); and (ii) as soon as practicable, but in no event later than ten (10) Business Days (other than with respect to Form 8-Ks) prior to the earliest of the dates the same are printed, sent or filed, current drafts of all such Company Public Documents and, with respect to Form 8-Ks, as soon as practicable; provided, however, that the Company may continue to revise such Company Public Documents prior to the filing thereof in order to make corrections and non-substantive changes which corrections and changes will be delivered by the Company to Parent as soon as practicable; provided, further, that Parent and the Company financial representatives will actively consult with each other regarding any changes (whether or not substantive) which the Company may consider making to any of its Subsidiaries relating Company Public Documents and related disclosures prior to Taxesany anticipated filing with the SEC, including in connection with filing particular focus on any Tax Return, amended Tax Return changes which would have an effect upon the Parent Financial Statements or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes.related disclosures; and (b) With respect the Company shall, as promptly as practicable and in accordance with the Financial Reporting Timeline, deliver to any information provided Parent copies of all annual budgets and financial projections (consistent in terms of format and detail mutually agreed upon by the Company: (iparties) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice relating to the Company so that on a consolidated basis and will provide Parent an opportunity to meet with management of the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of discuss such informationbudgets and projections.

Information Rights. (a) For The Company agrees to provide to Seller, upon written request made (x) through the Seller Designee or any Replacement Designee (for so long as a Seller Designee or Replacement Designee is then serving on the Holder owns any Common SharesCompany Board) or (y) directly to the Company’s Chief Executive Officer (or other designee appointed by the Company for such requests) (if no Seller Designee or Replacement Designee is then serving on the Company Board), in each case, in accordance with Section 6(b), the Company agrees thatfollowing information: (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group annual audited financial statements (to the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of extent that the Company Group has not filed such with the Securities and Exchange Commission via the Commission’s ▇▇▇▇▇ system (except where such accounts or audits are not legally requiredany successor thereto), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income).; (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion unaudited quarterly financial statements (to the extent that the Company has not filed such with the Holder with regards to updates to Securities and Exchange Commission via the CompanyCommission’s business and financial results with respect to such fiscal quarter.▇▇▇▇▇ system (or any successor thereto)); (iii) The Company shall furnish or cause to be furnished to the Holderannual budget and business plan for the next fiscal year, upon reasonable request as promptly as practicable, such information in the possession of once approved by the Company Board; and (iv) such other information or any of its Subsidiaries relating to Taxes, including documents as may be reasonably requested by Seller in connection with filing any Tax Return, amended Tax Return monitoring or claim for Tax refund, determining a liability for Taxes making decisions with respect to its investment in the Company to the extent that such information or a right to a Tax refund, or participating in or conducting any proceeding in respect documents have been prepared and is reasonably available at the time of Taxesthe request. (b) With respect Any request by Seller for information pursuant to Section 6 shall be made in writing and directed (x) to the Seller Designee or any Replacement Designee (for so long as a Seller Designee or Replacement Designee is then serving on the Company Board), who, to the extent the information falls within the scope of Section 6(a) shall bring the request to the attention of the Company Board or the Chief Executive Officer (or other designee appointed by the Company for such requests), as appropriate, or (y) if no Seller Designee or Replacement Designee is then serving on the Company Board, directly to the Company’s Chief Executive Officer (or other designee appointed by the Company for such requests). As to any information provided by the Company: requests made pursuant to Section 6(a)(iii) and (i) Subject to the requirements of lawiv), the Holder Company shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained not be required pursuant to this Section 18 unless such information: 6 to create any new information or materials that is not already prepared in the ordinary course of business by the Company and the Company may redact or withhold any portion of information or materials (i) that are expressly prohibited from being disclosed pursuant to an existing, bona fide contractual obligation owed by the Company to a third party that is not an Affiliate of the Company, or where disclosure would be materially prejudicial to the Company’s legal, commercial, or regulatory interests (including, without limitation, under CFIUS, FOCI and any other FDI Laws), (ii) as to which disclosure to Seller would (A) violate applicable law, or (B) be reasonably likely to result in the loss of the attorney-client privilege between the Company and its counsel with respect thereto or (iii) primarily relates to subject matter in which ▇▇▇▇▇▇ has, in the reasonable judgment of the Company in consultation with counsel, a conflict of interest. (c) Seller acknowledges that the Company is a public company issuer registered with the SEC with stock traded on the NYSE. Seller, on behalf of itself and its Affiliates, hereby acknowledges that: (i) the information described in Sections 3 and 6 of this Agreement may contain or becomes publicly available constitute material non-public information concerning the Company and its Affiliates; and (ii) trading in the Company’s securities while in possession of material non-public information or communicating that information to any other than as a result person or party who trades in such securities could subject Seller, its Affiliates or other parties to liability under the U.S. federal and state securities laws, and the rules and regulations promulgated thereunder, including Section 10(b) of a the Exchange Act and Rule 10b-5 promulgated thereunder. Seller agrees that it and its Affiliates shall not trade in the Company’s securities while in possession of material non-public information until it can do so in compliance with all applicable U.S. federal and state securities and regulations and without breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior Agreement. As a condition to being furnished to it by or on behalf of the Company; providedreceiving such information, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, Seller and the Company with respect shall enter into a customary nondisclosure agreement containing, among other things, appropriate protections necessary to such information; preserve the attorney-client privilege. (Cd) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations The rights granted under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required 6 shall terminate and cease to disclose any information or documents contemplated by Section 18(b)(i), it shall apply immediately to the extent possible under Seller no longer beneficially owns at least 5% of the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationoutstanding Common Stock.

Information Rights. (a) For Access to Records. The Company shall afford to the Purchaser, the Affiliates of the Purchaser and each of their respective officers, employees, advisors, counsel and other authorized representatives, during normal business hours, reasonable access, upon reasonable advance notice, to all of the books, records and properties of the Company and its Subsidiaries and all officers and employees of the Company and such Subsidiaries, for so long as the Holder Purchaser beneficially owns a number of Securities amounting to 25% of the Securities purchased pursuant to this Agreement (50% of such Securities if no Tranche B Closing occurs); provided, however, that any Common Sharesand all information provided to the Purchaser pursuant to the terms of this Agreement shall be governed by the terms of the letter agreement dated June 16, 2003 between the Company and the Purchaser, as amended hereby (the "Confidentiality Letter Agreement"), and, in furtherance thereof, the Company agrees that: (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for definition of the Company’s consolidated group term "Evaluation Material" (as used and defined in the “Company Group”Confidentiality Letter Agreement) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of is hereby amended to include not only information relating to the Company Group (except where such accounts or audits are not legally required)and its businesses, operations, assets and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates condition provided to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including Purchaser in connection with filing the Purchaser's desire to explore a possible investment in the Company, but also any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any and all information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained Purchaser pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach the terms of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the CompanyAgreement; provided, further, that information of the source type described in the second sentence of such information was the third paragraph of the Confidentiality Letter Agreement shall not known by it to be bound by a confidentiality agreement with"Evaluation Material." Notwithstanding the foregoing, the parties (and each employee, representative, or other contractual or legal obligation agent of confidentiality tothe parties) may disclose to any and all Persons, without limitation of any kind, the Company with respect Tax treatment and any facts that may be relevant to such information; understanding the Tax structure of the transactions contemplated hereby, provided, however, that neither party (Cnor any employee, representative or other agent thereof) may disclose any other information that is not relevant to understanding the Tax treatment and Tax structure of the transactions (including the identity of any party, any information that could lead another to determine the identity of any party and any non-public business, financial or becomes available to it other information or term), or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek such disclosure could result in a protective order violation of any federal or otherwise take reasonable steps to protect the confidentiality of such informationstate securities law.

Information Rights. The following information shall be provided by the Company to the Investors, subject to any restrictions under applicable Law (including if applicable under the Securities and Exchange Board of India (Prohibition of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇) Regulations, 2015): 6.1 The Company shall maintain true books and records of accounts in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP. The Company shall, provide, and the Promoters shall fully and timely co-operate in providing, to the Investors and to any director on the Board of the Company, such information as they may request, from time to time, including without limitation, with respect to the Company: (a) For so long as the Holder owns soon as available, but in any Common Shares, the Company agrees that: event within 120 (i) The Company shall provide the Holder (A) within sixty (60one hundred and twenty) days after the end of each fiscal yearFinancial Year, with a copy of the audited consolidated financial results and stand-alone balance sheets of the Company as at the end of such Financial Year and the related consolidated and stand-alone statements of income, statements of changes in shareholders’ equity and statements of cash flows of the Company for such Financial Year, all in reasonable detail and stating in comparative form the figures as at the end of the relevant Financial Year and for the previous Financial Year accompanied by an opinion of the external auditor of the Company, which opinion shall state that such auditor’s audit was conducted in accordance with GAAP and that it is not subject to any qualification resulting from a limit on the scope of the examination of the financial statements or the underlying data or which could be eliminated by changes in the financial statements or the notes thereto or by the creation of or increase in a reserve or a decreased carrying value of assets; all such financial statements shall be complete and correct in all material respects and shall be prepared in conformity with GAAP and applied on a consistent basis throughout the periods reflected therein except as stated therein; (b) as soon as available, but in any event within 60 (sixty) days after September 30 in each Financial Year of the Company, a copy of the audited consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, stand- alone balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member sheets of the Company Group as at the end of such period of the Financial Year and the related consolidated and stand-alone statements of income, statements of changes in shareholders’ equity and statements of cash flows of the Company for such period, all in reasonable detail and stating in comparative form the figures as at the end of the relevant period and for the previous Financial Year accompanied by an opinion of the external auditor of the Company, which opinion shall state that such auditor’s audit was conducted in accordance with GAAP and that it is not subject to any qualification resulting from a limit on the scope of the examination of the financial statements or the underlying data or which could be eliminated by changes in the financial statements or the notes thereto or by the creation of or increase in a reserve or a decreased carrying value of assets; all such financial statements shall be complete and correct in all material respects and shall be prepared in conformity with GAAP and applied on a consistent basis throughout the periods reflected therein except as stated therein; (except where such accounts or audits are c) as soon as available, but in any event not legally required), and later than 30 (C) within thirty (30thirty) days after the end of each fiscal quarterquarter of a Financial Year of the Company, unaudited consolidated condensed financial results the quarterly MIS statement/management review stating the revenue of the Company Group for such fiscal quarter (including a the concerned quarter, the unaudited balance sheet, profit and loss account, balance sheet, account and cash flow statements of the Company for such quarter detailing key financials of the Company and a statement of other comprehensive income).the key operational performance indicators and statistics at the end of such quarter, in a form reasonably satisfactory to the Investors. The Investors shall also have the right to require this information on a monthly basis and the Company shall be obligated to provide such information promptly; (iid) The Company willas soon as available, within twenty-five but in any event not later than 45 (25forty five) days after prior to the end of each fiscal quarter, make Financial Year of the Company’s Chief , an annual budget for the next Financial Officer available Year including operating and capital budgets and such other information requested by the Investors. The annual budget and/or Business Plan shall also include product wise business plans, which shall together form the consolidated Business Plan for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter.; (iiie) minutes of meetings of the Board, its committees and of the shareholders of the Company within 7 (seven) days of the occurrence of such meetings; (f) promptly, copies of all documents and other information regularly provided to any other security holder of the Company, including any management or audit or investigative reports provided to any other security holder; (g) promptly, such additional information and explanation of any event or development at the Company which has a significant impact on the business, operations, profits, conditions (financial or otherwise), prospects, results of operations, properties, assets or liabilities of the Company; (h) other relevant material information including annual business plans, capital expenditure budgets and management reporting information not set forth above; and (i) details of any event of force majeure or any other event which could have or has resulted in a Material Adverse Effect. The Company shall furnish or cause to be furnished to periodically (at least once every quarter) schedule meetings between the Holder, upon reasonable request as promptly as practicable, such information in representatives of the possession Investors and the management of the Company to discuss the information provided pursuant to this Clause 6.1. 6.2 Any other information requested by any of the Investors (acting reasonably) shall be provided promptly to such Investor by the Company or the Promoters. 6.3 The relevant Investors may, at any time, require that the information referred to in this Clause 6 be provided to their Representatives, their Permitted Transferees or any partners or investors of or in such Permitted Transferees, in place of or in addition to the relevant Investors. The Investors will be entitled to share information received from the Company with their Affiliates and Permitted Transferees and all partners and investors in such Permitted Transferees. The Investors may also share such information to the extent they are required to do so by any Government or Governmental Authority (Indian or any relevant foreign equivalent) or under any Law (Indian or any relevant foreign equivalent). 6.4 Upon the listing of the Equity Shares, the Company shall publish any unpublished price sensitive information prior to providing such information to the Investors. 6.5 Subject to Clause 11 (Confidentiality) and to the extent that it is not prohibited by applicable Law, the Company shall give full access to the Investor Group of each Investor and their respective authorised Representatives (including lawyers, accountants, auditors and other professional advisors) to visit and inspect (at such respective Investor Group's cost) all properties, assets, corporate, financial and other records, reports, books, Contracts and commitments of the Company, and to discuss and consult its Subsidiaries relating respective business, actions plans, budgets and finances with the directors and executive officers of the Company, upon the receipt of reasonable prior notice and during working hours on Business Days, without disruption to Taxeswork. The Company shall procure the consent of any other Persons that may be required for this purpose. 6.6 The Company shall periodically report to the Board, including in connection an update on the performance of the Business of the Company by the provision of all such data and information as may be required for this purpose. 6.7 The Company will confirm with filing any Tax ReturnTRG once each Financial Year, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refundupon the receipt of 7 (seven) (a) that the Company has no credit relationships with Citigroup, or participating in or conducting any proceeding in respect if they do have a credit relationship with Citigroup, the nature of Taxes.the relationship, the amount of credit extended and Citigroup entity extending the credit; and (b) With that the Company and Citigroup do not market the other’s products/services to their respective customers. 6.8 The Company will confirm with NHPEA once each Financial Year, upon the receipt of 7 (a) that the Company has no credit relationships with NHPEA and/or its Permitted Transferees, or if they do have a credit relationship with NHPEA and/or its Permitted Transferees, the nature of the relationship, the amount of credit extended and the entity extending the credit; and (b) that the Company and NHPEA and/or its Permitted Transferees do not market the other’s products/services to their respective customers. 6.9 The Company will confirm with the Investors once each Financial Year, each Investor’s 6.10 The Company shall, at the end of every Financial Year, issue to each Investor a certification in the form annexed at Annex 4 of this Agreement. 6.11 Further, each Investor shall be entitled to receive information required by it, in respect to any information provided by of the Company, in relation to the following: (ia) Subject risk assets, exposure to the requirements of lawmarket risk, the Holder shall keep confidentialliquidity management, operations, internal controls; (b) legal and operational risk, and shall cause its Representatives conformance to keep confidentialmanagement policies; (c) reports on risk assets sufficient to permit an appraisal of credit quality and assessment of exposure to loss, all and, for this purpose, full information on the condition of material borrowers; (d) reports on operations and documents obtained pursuant to this Section 18 unless such information: (Acontrols, including internal and external audits of branch(s) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; providedand (e) activities and condition of the Company. 6.12 Such information shall include audits and other reports on financial performance, risk exposure and management of the Company, including: (a) policies, operations, and controls; and (b) all transactions with the Company by such Investor Group. 6.13 The Company shall make reports of condition at such times and in such form as the Investors may prescribe. The Investors may require that statements of condition or other reports be published or made available for public inspection. 6.14 The Company shall file such reports on its foreign operations as any Governmental Authority (Indian or any relevant foreign equivalent) or any Law (Indian or any relevant foreign equivalent) may require, including as to acquisition or disposition of shares. 6.15 The Company shall provide TRG, NHPEA, TPG and GIC with such information as each of them may reasonably request to determine whether the Company is a ‘controlled foreign corporation’ as defined in the US Internal Revenue Code ("CFC"). If it is determined that the source of such information was not known by it to be bound by Company is a confidentiality agreement with, or other contractual or legal obligation of confidentiality toCFC, the Company shall provide TRG, NHPEA, TPG, GIC, their respective Affiliates and Permitted Transferees and any other shareholders resident in the United States ("US Shareholders") with such information that is contained in the Company’s financial statements prepared in accordance with the Indian GAAP, as is required to timely comply with applicable US federal income tax reporting and any related requirements. It is however clarified that the Company is under no obligation to maintain and prepare financial information in accordance with US generally accepted accounting principles. 6.16 Upon receipt of a reasonable request from TRG, NHPEA, TPG or GIC, the Company shall use commercially reasonable best efforts to assist TRG, NHPEA, TPG and GIC in determining whether the Company is a ‘passive foreign investment company’ as defined in the US Internal Revenue Code ("PFIC"). If it is determined that the Company is a PFIC, the Company shall use commercially reasonable best efforts to obtain and provide TRG, NHPEA, TPG and GIC with such information as TRG, NHPEA, TPG and GIC may reasonably require in order to timely file and maintain a ‘qualified electing fund’ election in the US with respect to such information; (C) is the Company, as the case may be. 6.17 Upon receipt of a reasonable request from TRG, NHPEA, Alpha TC, GIC or becomes available to it or any of its Representatives on a non-confidential basis from a source other than TPG the Company shall provide TRG, NHPEA, Alpha TC, GIC and TPG with an updated legal structure chart showing any change to the Company Group (change includes acquisitions, joint venture arrangements, refinancing of third party or any internal debt, internal restructurings, disposals, dissolutions and liquidations). 6.18 Within 90 (ninety) days of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation the date of confidentiality tothis Agreement, the Company with respect shall obtain and maintain the following insurance policies at the cost of the Company on and in relation to such information; its Business, assets and personnel from reputable insurance companies acceptable to the Investors and that maintains a minimum financial strength rating by A. M Best of "A-" or Standard & Poor’s, ▇▇▇▇▇’▇, Insurance Regulatory & Development Authority of India (DIRDA) is independently developed by or on its behalf without violating any other similar rating agency of its obligations under this Section 18(b)."A": (iia) In a keyman insurance policy for the event following personnel of the Holder believesCompany for the amounts indicated below: Chairman 10,000,000 166,667 Executive Vice Chairman (subject to availability) 3,000,000 50,000 CEO & MD 6,000,000 100,000 Chief Financial Officer 3,180,000 53,000 Chief Operating Officer (Business Head Retail)(subject to availability) 4,068,000 67,800 Chief Information Officer (IT Head)(subject to availability) 3,230,000 53,833 (b) a directors’ and officers’ liability insurance for the directors of the Company from an insurance company of repute in respect of the Directors for an amount which shall be determined by the Board; (c) comprehensive crime insurance providing coverage for loss due to, upon consultation but not limited to, theft, counterfeit currency, fraud, extortion or loss of cash occurring inside and outside the Company’s premises, caused by third parties. The limits of this insurance shall be in an amount sufficient to fully cover all cash maintained at each of the Company’s branches and cash which is outside the Company’s premises. The Company will review these insurance limits from time to time to ensure full coverage of cash is maintained; (d) commercial general liability insurance against claims for bodily injury, death and third party property damage occurring in conjunction with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(ithe Company’s operations and premises and contractual liability with limits of liability not less than Rs. 120,000,000 (one hundred and twenty million), it being approximately the equivalent of US$2 million for any one accident or occurrence and in the aggregate; (e) fidelity insurance for cashiers and field executives for an amount of Rs. 500,000 (five hundred thousand) per cashier and Rs. 300,000 (three hundred thousand) per field executive; (f) the Company shall to the extent possible under the circumstances also require that all service providers that provide reasonable prior written notice cash management services to the Company so and/or has possession of the Company’s cash, either at the service providers location or cash in transit shall maintain comprehensive crime/cash in transit coverage providing coverage for loss due to, but not limited to, theft, dishonesty or loss of cash. The limits of this insurance shall be in an amount sufficient to fully cover of the Company’s cash being handled by the service provider. The Company shall obtain from all services providers, prior to their being provided the Company’s cash, evidence that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps insurance referred to in this paragraph is in full force and effect and that the premium has been paid; (g) such other insurance policies to protect its assets, properties and the confidentiality Business for such amounts keeping with good commercial practices against all risks (including but not limited to property all risk and machinery breakdown insurance covering assets including content, fixtures and fittings for 100% (one hundred percent) of the current value of the assets as on the date of obtaining such informationpolicies, against loss or damage against loss or damage from fire, explosion, earthquake, water apparatus, flood, windstorm, terrorism, damage, injury, fraud, theft and third party loss and such other perils considered necessary or practical and business interruption insurance adequate to cover any occurrence of property damage for 12 (twelve) months) as are generally insured against by responsible companies in the same industry as the Company and such other risks as may be reasonably required by the Investors from time to time. 6.19 Member banks, edge and agreement corporations, and bank holding companies shall report, in a manner p

Information Rights. (a) For The Company will furnish, or will cause to be furnished, to each: (i) Major Investor, for so long as such Investor is a Major Investor, within 15 days after the Holder owns any Common Sharesend of each month, a copy certain financial information for such month to the extent that the Company prepares a report containing such financial information for such month; provided, however, that the obligations of the Company to deliver the financial information pursuant to this Section 5.5(a)(i) shall terminate upon the occurrence of a Listing Event; and (ii) Investor, for so long as such Investor holds Notes, contemporaneously with the filing of such financial reports with the SEC through ED▇▇▇, (i) for each of the first three fiscal quarters of each fiscal year, a copy of the unaudited condensed consolidated balance sheet of the Company and its Subsidiaries, and the unaudited condensed consolidated statement of operations of the Company and its Subsidiaries, in each case, as of the end of such fiscal quarter, and (ii) a copy of the consolidated annual financial statements as of the end of such fiscal year and for the period then ended for the Company and its Subsidiaries, including therein a consolidated balance sheet, consolidated statements of operations and cash flows, and consolidated statements of stockholders’ deficit for such fiscal year. (b) Each Investor acknowledges and agrees that: (i) The financial reports and other information received by such Investor (for so long as such Investor is a Major Investor) from the Company pursuant to Section 5.5(a)(i) shall provide the Holder be deemed to be confidential information (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company GroupConfidential Information”) for such fiscal year (including a profit and loss accountpurposes of this Agreement; provided, balance sheethowever, cash flow and statement that for the purposes of other comprehensive income), (B) promptly upon availabilitythis Agreement, the annual accounts for each member term “Confidential Information” shall not include information received by such Investor from the Company that at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by any Investor or any of such Investor’s affiliates or representatives. Each Investor acknowledges the sensitive and secret nature of the Company Group (except where Confidential Information it may have access to as a result of Section 5.5(a)(i) and agrees that it will treat such accounts or audits are not legally required), Confidential Information as strictly confidential and (C) within thirty (30) days after shall exercise the end same degree of each fiscal quarter, unaudited consolidated condensed financial results care in the protection of the Confidential Information as such Investor exercises with respect to its own proprietary property and trade secrets, but in no event shall it be less than a reasonable degree of care given the nature of the Confidential Information. No Investor shall disclose the Confidential Information to any Person other than to its legal representatives and financial advisors (collectively, “Authorized Persons”) or use the Confidential Information for any purpose other to evaluate the investments made by it hereunder. Each Investor acknowledges and agrees that breach of this Confidentiality Agreement by it or any of its Authorized Persons may also constitute a violation of the 1934 Act and the rules and regulations of the SEC promulgated thereunder, the In▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇anctions Act of 1984, and/or other securities laws. Access to the Confidential Information by each Investor shall be limited to those Authorized Persons covered by a legal obligation with such Investor that prohibits the disclosure or unauthorized use of confidential information deemed confidential by such Investor. The existence of such an agreement shall not operate to relieve any Investor from liability for acts of such Authorized Persons that result in a breach of this Agreement. In the event that an Investor receives a subpoena or other validly issued administrative or judicial process requesting the Confidential Information, such Investor shall provide prompt actual notice to the Company Group for of such fiscal quarter (including receipt, providing the Company with a profit and loss account, balance sheet, cash flow and statement of reasonable opportunity to intervene in the proceeding before the time that the other comprehensive income)party is required to comply with such subpoena or other process. (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information would suffer irreparable harm in the possession event of a material breach of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach provisions of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf 5.5 because of the Company; providednature of the Confidential Information, and that monetary damages would be inadequate to compensate for such a breach, and that in the source event of such information was not known any material breach or threatened material breach by it to be bound by a confidentiality agreement with, or other contractual or legal obligation an Investor of confidentiality tothis Section 5.5, the Company with respect shall be entitled, in addition to such information; (C) is other legal or becomes available equitable remedies which might be available, to it injunctive relief in any court of competent jurisdiction against the threatened material breach or continuation of any of its Representatives on a non-confidential basis from a source other than the Company such material breach without showing or proving any of its Representatives; provided that such source was not known to it to be bound actual damages sustained by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b)it. (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so So long as the Holder owns any Common SharesMajority Rollover Holders have the right to designate a director pursuant to Section 4.1(a)(ii) above, the Company agrees that: to (ia) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for deliver to such director a copy of the Company’s consolidated group 's audited annual financial statements, unaudited quarterly financial statements and unaudited monthly operating reports in substantially the form currently prepared, and an annual budget and business plan, such items to be delivered at such times as they are delivered to other members of the Company's Board of Directors (or if such items are not delivered to the “Company Group”Company's Board of Directors, promptly after such items are available) for and (b) provide such fiscal year (including a profit director reasonable access to the books, records, properties and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member officers of the Company Group as long as such access does not violate any federal or applicable state law. In the event that the Majority Rollover Holders no longer have the right to designate a director pursuant to Section 4(a)(ii) above, the Company agrees to deliver to one representative designated by the Majority Rollover Holders a copy of the Company's audited annual financial statements and unaudited quarterly financial statements, and an annual budget and business plan, such items to be delivered at such times as they are delivered to the members of the Company's Board of Directors (except where or if such accounts or audits items are not legally requireddelivered to the Board of Directors, promptly after such items are available), . The Company's obligation to provide such information and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of access is subject to receipt by the Company Group for such fiscal quarter (including of a profit and loss accountconfidentiality agreement, balance sheet, cash flow and statement in substantially the form of other comprehensive income). (iiAnnex 3.06(d) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to Merger Agreement, executed by such fiscal quarter. (iii) The Company shall furnish director or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained representative pursuant to this Section 18 unless which such information: (A) is director or becomes publicly available other than as a result representative agrees to maintain the confidentiality of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of all non-public information received from the Company; provided, that such director or representative shall be permitted to release copies of the source annual and quarterly financial statements of the Company to any Rollover Holder who requests a copy, provided that such information was not known by it to be bound by Rollover Holder has previously executed a confidentiality agreement with, or other contractual or legal obligation in substantially the form of confidentiality to, Annex 3.06(d) to the Company with respect to Merger Agreement and a copy of such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a executed confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall has been delivered to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationCompany.

Information Rights. (a) For At the request of any Committee Holder so long as it holds 1.0% of the outstanding Common Stock or Stockholder Shares in an amount representing at least 50.0% of the Stockholder Shares held by such Committee Holder owns any Common Sharesas of the Effective Date, (each an “Eligible Information Recipient”), the Company agrees that: shall, and shall cause its Subsidiaries to, afford such Stockholder and its Representatives with reasonable access during normal business hours to books, properties and records of the Company and its Subsidiaries; provided that no Eligible Information Recipient shall be entitled, subject to any other rights such Stockholder may otherwise possess, to make such request more than four (4) times per year and the Company shall not be obligated to provide any Person with such access or information to the extent that (i) The Company shall provide the Holder (A) within sixty (60) days after the end of each fiscal year, with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards any Law applicable to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any Subsidiary requires such party to restrict or prohibit access to any such properties or information, (ii) such access would be in breach of its Subsidiaries relating any confidentiality obligation, commitment or provision by which the Company or any Subsidiary is bound or affected, which confidentiality obligation, commitment or provision shall be disclosed to Taxesthe requesting Stockholder, including in connection with filing any Tax Returnprovided that disclosure of such obligation, amended Tax Return commitment or claim for Tax refund, determining a liability for Taxes provision would not itself be the breach of an obligation or a right commitment to a Tax refundthird Person, (iii) such information is subject in the reasonable determination of the Company to an applicable attorney-client privilege or participating (iv) the Company reasonably determines, in or conducting any proceeding in respect good faith, that such Person is a competitor of Taxesthe Company and promptly thereafter notifies such Stockholder of such determination (collectively, the “Information Restrictions”). (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality toFurthermore, the Company with respect to such information; (C) is or becomes shall make available to the Eligible Information Recipients for so long as they hold Stockholder Shares, as soon as it is available the same financial information and access as the information and access required to be provided to noteholders under Section 4.03 of the Indenture, as such section is in effect as of the Effective Date and whether or not notes remain outstanding under such Indenture, or equivalent information, including regular quarterly and annual financial statements of the Company (or any successor entity, if applicable) prepared and made available in the ordinary course of its Representatives on business, if at a non-confidential basis from a source other than the Company or any of its Representatives; provided that time when such source was financial information is not known to it required to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, provided to noteholders under the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall Indenture unless and to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationinformation is covered by an Information Restriction.

Information Rights. (a) For so long as any of the Holder owns Notes remain outstanding, but prior to the closing date of the earliest to occur of a (i) Qualified PO, (ii) the sale of all of substantially all of the assets of the Parent, ICA-T and the Subsidiaries, and (iii) the sale of all of the issued and outstanding securities of the Parent, ICA-T and the Subsidiaries, and regardless of whether or not the Parent is required to file any Common Sharesforms, reports or documents with the SEC, the Parent and ICA-T shall deliver to the Buyer, the following financial statements and/or information of the Parent, ICA-T and the Subsidiaries and the Buyer hereby consents to the delivery of the information set forth below in accordance with the terms hereof despite the fact that such information may constitute Confidential Information, provided that the Parent, the Company agrees thatand/or each Subsidiary who is providing any such information to the Buyer, shall inform the Buyer in writing at least three (3) Business Days prior to the date any such information is actually delivered to the Buyer (“Information Delivery Date”), and the Buyer shall have the right until 11:59pm on the date 2 Business Days from the date the Buyer received written notice that such information was being delivered to it, to inform the Parent that the Buyer does not want to receive such information and as a result thereof, such information shall not be delivered to the Buyer: (iI) The Company shall provide the Holder Within twenty one (A21) within sixty (60) calendar days after the end of each fiscal calendar month (with May 2017 being the first month) (A) unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, (B) monthly accounts receivable and accounts payable statements as of the last day of each month, and which items set forth in (A)–(B) shall be accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against the Parent, ICA-T and the Subsidiaries) or any other occurrence that would reasonably be expected to have a Material Adverse Effect on the Parent, ICA-T and the Subsidiaries, all certified in writing by the Parent’s and ICA-T’s Chief Executive Officer and Chief Financial Officer stating that they have been prepared in accordance with GAAP, except (i) for the absence of footnotes, and (ii) that they are subject to normal year-end adjustments; (II) Within forty five (45) calendar days (or 50 calendar days if the Parent files a Notification of Late filing on Form 12b-25 with the consolidated financial results for of the Company’s consolidated group SEC (the a “Company Group12b-25”) for such fiscal year period) after the end of each calendar quarter (including A) unaudited interim and year-to-date financial statements as of the end of such calendar quarter (prepared on a profit consolidated and loss accountconsolidating basis, balance sheet, cash flow and statement of other comprehensive incomeif applicable), including balance sheet and related statements of income and cash flows, and (B) promptly upon availability, the annual monthly accounts for each member receivable and accounts payable statements as of the Company Group last day of each month accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against the Parent, ICA-T and the Subsidiaries) or any other occurrence that would reasonably be expected to have a Material Adverse Effect on the Parent, ICA-T and the Subsidiaries, certified by the Parent’s and ICA-T’s Chief Executive Officer and Chief Financial Officer to the effect that they have been prepared in accordance with GAAP, except where such accounts or audits are not legally required)(i) for the absence of footnotes, and (Cii) that they are subject to normal year-end adjustments. The Parent and ICA-T shall provide both such information, the most recent capitalization table for the Parent, ICA-T and the Subsidiary, including the exercise price of all employee stock options and other securities issued during such period, as certified by the CEO and CFO of the Parent and ICA-T; (III) within thirty ninety (3090) calendar days (or one hundred twenty (120) calendar days if the Parent files a 12b-25 for such period)) after the end of each fiscal quarter, unaudited consolidated condensed year audited financial results statements as of the Company Group end of such year (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the corresponding figures for the preceding fiscal year, certified by a firm of independent certified public accountants selected by the Parent and reasonably acceptable to the Collateral Agent, accompanied by any management report from such fiscal quarter accountants, and (B) monthly accounts receivable and accounts payable statements as of the last day of each month of the Parent, ICA-T and the Subsidiaries. The Parent also shall provide to the Buyer with such information the most recent capitalization table for the Parent, ICA-T and each of their respective Subsidiaries, including a profit the exercise price of all employee stock options and loss accountother securities issued during such period, balance sheetas certified by the CEO and CFO of the Parent and ICA-T; (IV) Additionally, cash flow no later than the twenty first (21st) Business Day from the last calendar day of each calendar month, the Parent and statement of other comprehensive incomeICA-T shall deliver to the Buyer (simultaneously with the information required in Section 4(ff)(I)) monthly account payable and account receivable statements. (iiV) The Company willAll monthly, within twentyquarterly and annual information required to be provided by the Parent and ICA-five (25) days after T to the end of each fiscal quarter, make Buyer shall be in writing and in form and substance reasonably satisfactory to the CompanyBuyer. All such information shall be certified in a writing signed by the Parent’s and ICA-T’s Chief Executive Officer and Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business as being true and financial results with respect to such fiscal quartercorrect. (iiiVI) The Company shall furnish or cause to be furnished In addition to the Holderabove, upon reasonable request as promptly as practicablefrom the Buyer, the Parent and ICA-T shall provide the Buyer, no later than the third (3rd) Business Day of any request, a status update on matters relating to the business and operations of the Parent, ICA-T and the Subsidiaries, including, but not limited to, manufacturing and capital expenditures, shipment of products, sales pipeline, decisions of the board of directors of the Parent, ICA-T and the Subsidiaries and regulatory and licensing issues, and such information in the possession and such other information including, but not limited to, status updates, clarifications of the Company or any of its Subsidiaries relating to Taxes, previously provided information including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxessupporting documentation and written explanations. (bVII) With respect to any information provided The Parent and ICA-T may satisfy its obligations under clauses “II” and “III” of this Section 4(ff)(II) and (III) (as applicable) by the Company: delivery (i) Subject to for each calendar quarter, a quarterly report on Form 10-Q for such quarter, if timely filed with the requirements of law, the Holder shall keep confidentialSEC in accordance with SEC rules and regulations, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In for each calendar year, an Annual Report on Form 10-K for such year, if timely filed with the event the Holder believes, upon consultation SEC in accordance with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such informationSEC rules and regulations.

Information Rights. The Company agrees that as long as any of the Obligations is outstanding: (a) For so long as The Company shall furnish the Holder owns any Common Shares, Secured Party certain information in accordance with the Company agrees that:terms of Exhibit B hereto. (ib) The Company shall provide the Holder as soon as possible and in any event within two (A) within sixty (602) days after the end occurrence of each fiscal yearany Event of Default (as defined in the Note) or any event that, with the consolidated financial results for giving of notice or lapse of time or both, would constitute an Event of Default, the written statement of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member chief financial officer of the Company Group (except where setting forth the details of such accounts Event of Default or audits are not legally required)such other event, and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of action that the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income)has taken or intends to take with respect thereto. (iic) The All financial information (other than any such information contained in reports filed by Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates Securities and Exchange Commission) disclosed by the Company to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information Secured Party in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxes. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained writing pursuant to this Section 18 unless 11 shall be considered “Confidential Information” for purposes hereof. In handling any such Confidential Information, the Secured Party will exercise the same degree of care that it exercises for its own propriety confidential information: . Notwithstanding the forgoing, disclosure of Confidential Information may be made (Ai) is to the Secured Party’s subsidiaries or becomes publicly available other than as a result affiliates, (ii) to prospective transferees or purchasers, directly or indirectly, of a breach of any interest in this Section 18(b) by it Agreement, the Note or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf the obligations of the Company; Company hereunder and thereunder (provided, however, that the source of Secured Party shall use commercially reasonable efforts to obtain such information was not known by it prospective transferee’s or purchaser’s agreement to be bound by a confidentiality agreement withthe terms of this Section 11(c) or another provision having substantially similar import), (iii) as required by law, regulation, subpoena, or other contractual order, (iv) as required in connection with the Secured Party’s examination or audit, (v) to the Secured Party’s legal obligation of confidentiality tocounsel, and (vi) as the Secured Party considers appropriate in connection with exercising any remedies under this Agreement, the Company with respect to such information; Note or any law. Confidential Information does not and shall not include information that either (Ci) is in the public domain or in the Secured Party’s possession when disclosed to the Secured Party, or becomes available part of the public domain after disclosure to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement withSecured Party, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In is disclosed to the event Secured Party by a third party, if the Holder believesSecured Party does not know, upon consultation with its legal counselat the time of disclosure, that it the third party is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to prohibited from disclosing the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long as New Mountain beneficially owns (within the Holder owns meaning of Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) at least 5% of the Common Stock determined on an as-converted basis (excluding (i) any shares of Series A Preferred Stock held of record by MidOcean, (ii) any shares of Common Stock MidOcean may acquire upon exercise of its portion of the Option, (iii) 350,000 shares of Series A Preferred Stock deposited by New Mountain into an escrow account (the “Escrowed Shares”), subject to the receipt of Required Approvals; provided that the Escrowed Shares do not revert back to New Mountain (the “Reversion”) upon failure to receive Required Approvals within 120 days of such deposit and (iv) any additional Common Stock that New Mountain may acquire beneficial ownership of, following the date of this Letter Agreement, except to the extent New Mountain acquires beneficial ownership of the Escrowed Shares due to the Reversion), the Company agrees thatshall furnish such Stockholder with: (i) The Company shall provide promptly following delivery to members of the Holder (A) within sixty (60) days after the end board of each fiscal year, with the consolidated financial results for directors of the Company’s consolidated group (, copies of all board packages, reports and materials so delivered to the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement board of other comprehensive income), (B) promptly upon availability, the annual accounts for each member directors of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income).Company; and (ii) The such other information as may be mutually agreed between the Company willand such Stockholder. All information received by New Mountain or its Representatives pursuant to paragraph 3(a) of this Letter Agreement, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion together with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such any other confidential information in the possession of previously provided by the Company or any of its Subsidiaries relating Representatives (as defined hereinafter) to Taxes, including in connection with filing any Tax Return, amended Tax Return New Mountain or claim for Tax refund, determining a liability for Taxes or a right its Representatives (“Previous Confidential Information”) is hereinafter referred to a Tax refund, or participating in or conducting any proceeding in respect of Taxesas “Confidential Information.” (b) With respect to any information provided by Notwithstanding the Companyforegoing, the following will not constitute “Confidential Information” for purposes of this Letter Agreement: (i) Subject information which was in the possession of New Mountain or its Representatives prior to receipt thereof from the Company (other than Previous Confidential Information); provided that such information is not subject to another confidentiality agreement with, or other obligation (legal, fiduciary or contractual) of secrecy, among the relevant parties; ▇▇▇▇▇▇▇ Education, Inc. February 3, 2004 (ii) information which is now or hereafter becomes generally available to the requirements of lawpublic, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach disclosure by New Mountain or its Representatives not in violation of this Section 18(bLetter Agreement; (iii) by it information which was or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to may hereafter be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives New Mountain on a non-confidential basis from a source other than the Company or any of its Representatives; provided third party that such source was is not known to it such Stockholder or its Representatives, after reasonable inquiry, to be bound by a confidentiality agreement withunder any confidential obligation (legal, fiduciary or other contractual or legal obligation of confidentiality to, contractual) to the Company with respect to regarding such information; or or (Div) information which is independently acquired or developed by New Mountain or on its behalf Representatives without violating any of its obligations under paragraph 3 of this Section 18(b)Letter Agreement. (c) New Mountain agrees to, and to cause its agents, officers, directors, partners, employees, affiliates and advisors (collectively, “Representatives”) to, (a) hold in strict confidence any Confidential Information received from the Company by such Stockholder or its Representatives pursuant to paragraph 3(a) of this Letter Agreement, and (b) not use any Confidential Information for any purpose other than such Stockholder’s internal evaluation of its investment in the Company; provided, however, that such Stockholder may reveal such portions of the Confidential Information (i) with the prior written consent of the Company, (ii) In as required, pursuant to a judicial or regulatory proceeding, by subpoena, civil investigative demand or other similar legal process, after compliance with paragraph 3(d) of this Letter Agreement, and (iii) to its Representatives who need to know the event Confidential Information in connection with such Stockholder’s internal evaluation of its investment in the Holder believesCompany and who are informed by such Stockholder of the confidential nature of the Confidential Information. New Mountain will inform its Representatives of the terms of such Stockholder’s obligation of confidentiality under this Letter Agreement, upon consultation with and will be responsible for any breach of such obligation of confidentiality by any of its Representatives. (d) If New Mountain or any of its Representatives is required, pursuant to a judicial or regulatory proceeding, by subpoena, civil investigative demand or other similar legal counsel, that it is legally required process to disclose any information or documents contemplated by Section 18(b)(i)of the Confidential Information, it shall to the extent possible under the circumstances provide reasonable prior written notice to such Stockholder will notify the Company promptly so that the Company may, at its own expense, may seek a protective order or otherwise take other appropriate remedy or, in its sole discretion, waive compliance with the obligations of confidentiality under this Letter Agreement. In the event that no such protective order or other remedy is obtained, or the Company does not promptly waive compliance with the obligations of confidentiality under this Letter Agreement, New Mountain will furnish only that portion of the Confidential Information which is legally required to be disclosed and will, at the Company’s request, use reasonable steps efforts to protect cooperate with the confidentiality ▇▇▇▇▇▇▇ Education, Inc. February 3, 2004 Company in obtaining reasonable assurance that confidential treatment will be accorded such Confidential Information. (e) New Mountain acknowledges that it is aware and that it will advise its Representatives that the U.S. securities laws prohibit any person who has material non-public information from purchasing or selling securities or communicating that information to any other person under circumstances where it is reasonably foreseeable that such other person is likely to purchase or sell securities. If New Mountain no longer beneficially owns at least 5% of the Common Stock determined on an as-converted basis excluding those shares excluded in clauses (i), (ii), (iii) and (iv) of the parenthetical of the first sentence of paragraph 3(a) above, then, upon the Company’s written request, such Stockholder shall return to the Company, or cause to be returned to the Company, and/or destroy, or cause to be destroyed, any and all Confidential Information, in whatever form (whether hard copy, electronic or other form) no later than ten (10) business days after receipt of the Company’s written request. (f) New Mountain understands and acknowledges that the Company is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Company disclaims any and all liability to New Mountain and its Representatives arising from such party’s use of, or reliance on the Confidential Information. (g) New Mountain agrees that money damages would not be sufficient remedy for any breach of such informationStockholder’s obligations of confidentiality under paragraph 3 of this Letter Agreement and, therefore, in addition to any other remedy available to the Company in the event of such Stockholder’s breach of its obligations of confidentiality under paragraph 3 of this Letter Agreement, the Company shall also be entitled to specific performance and injunctive or other equitable relief.

Information Rights. At all times (aif any) For prior to the earlier to occur of (x) the date on which all shares of Common Stock issued on exercise of this Warrant have been sold, or (y) the expiration or earlier termination of this Warrant, when the Company shall not be required to file reports pursuant to Section 13 or 15(d) of the Exchange Act or shall not have timely filed all such required reports, Warrantholder shall be entitled to the information rights contained in Section 7.1(b) – (f) of the Loan Agreement, and in any such event Section 7.1(b) – (f) of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid. Notwithstanding anything to the contrary, the Company shall not, once all Indebtedness owed by the Company to Lender has been repaid, be required to deliver any information required by Section 7.1 of the Loan Agreement so long as the Holder owns any Common SharesCompany is subject to and in compliance with SEC reporting obligations under Section 13(a) or Section 15(d) of the Exchange Act, provided, however, that the Company agrees that: shall promptly upon Warrantholder’s request supply documentation reasonably necessary to evaluate whether to exercise (in cash or a net issuance basis) this Warrant, including without limitation, (i) The Company shall provide the Holder (A) within sixty (60) days after the end of any merger/purchase/asset sale agreement and related documents and estimated payout allocations to each fiscal year, with the consolidated financial results for of the Company’s consolidated group respective shareholders, warrant and option holders in connection with a Merger Event, (ii) the “Company Group”) for such fiscal year most recent capitalization tables, 409A valuations (if any), and board determination of share value (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, any waterfall or per share allocations provided to the annual accounts for each member of the Company Group (except where such accounts or audits are not legally requiredshare/unitholders), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income). (ii) The Company will, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such information in the possession of the Company or any of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any proceeding in respect of Taxesmost recent Charter. (b) With respect to any information provided by the Company: (i) Subject to the requirements of law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; or (D) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to protect the confidentiality of such information.

Information Rights. (a) For so long as New Mountain beneficially owns (within the Holder owns meaning of Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934) at least 5% of the Common Stock determined on an as-converted basis (excluding (i) any shares of Series A Preferred Stock held of record by MidOcean, (ii) any shares of Common Stock MidOcean may acquire upon exercise of its portion of the Option, (iii) 350,000 shares of Series A Preferred Stock deposited by New Mountain into an escrow account (the "Escrowed Shares"), subject to the receipt of Required Approvals; provided that the Escrowed Shares do not revert back to New Mountain (the "Reversion") upon failure to receive Required Approvals within 120 days of such deposit and (iv) any additional Common Stock that New Mountain may acquire beneficial ownership of, following the date of this Letter Agreement, except to the extent New Mountain acquires beneficial ownership of the Escrowed Shares due to the Reversion), the Company agrees thatshall furnish such Stockholder with: (i) The Company shall provide promptly following delivery to members of the Holder (A) within sixty (60) days after the end board of each fiscal year, with the consolidated financial results for directors of the Company’s consolidated group (, copies of all board packages, reports and materials so delivered to the “Company Group”) for such fiscal year (including a profit and loss account, balance sheet, cash flow and statement board of other comprehensive income), (B) promptly upon availability, the annual accounts for each member directors of the Company Group (except where such accounts or audits are not legally required), and (C) within thirty (30) days after the end of each fiscal quarter, unaudited consolidated condensed financial results of the Company Group for such fiscal quarter (including a profit and loss account, balance sheet, cash flow and statement of other comprehensive income).Company; and (ii) The such other information as may be mutually agreed between the Company willand such Stockholder. All information received by New Mountain or its Representatives pursuant to paragraph 3(a) of this Letter Agreement, within twenty-five (25) days after the end of each fiscal quarter, make the Company’s Chief Financial Officer available for a discussion together with the Holder with regards to updates to the Company’s business and financial results with respect to such fiscal quarter. (iii) The Company shall furnish or cause to be furnished to the Holder, upon reasonable request as promptly as practicable, such any other confidential information in the possession of previously provided by the Company or any of its Subsidiaries relating Representatives (as defined hereinafter) to Taxes, including in connection with filing any Tax Return, amended Tax Return New Mountain or claim for Tax refund, determining a liability for Taxes or a right its Representatives ("Previous Confidential Information") is hereinafter referred to a Tax refund, or participating in or conducting any proceeding in respect of Taxesas "Confidential Information." (b) With respect to any information provided by Notwithstanding the Companyforegoing, the following will not constitute "Confidential Information" for purposes of this Letter Agreement: (i) Subject information which was in the possession of New Mountain or its Representatives prior to receipt thereof from the Company (other than Previous Confidential Information); provided that such information is not subject to another confidentiality agreement with, or other obligation (legal, fiduciary or contractual) of secrecy, among the relevant parties; (ii) information which is now or hereafter becomes generally available to the requirements of lawpublic, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (A) is or becomes publicly available other than as a result of a breach disclosure by New Mountain or its Representatives not in violation of this Section 18(bLetter Agreement; (iii) by it information which was or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, that the source of such information was not known by it to may hereafter be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company with respect to such information; (C) is or becomes available to it or any of its Representatives New Mountain on a non-confidential basis from a source other than the Company or any of its Representatives; provided third party that such source was is not known to it such Stockholder or its Representatives, after reasonable inquiry, to be bound by a confidentiality agreement withunder any confidential obligation (legal, fiduciary or other contractual or legal obligation of confidentiality to, contractual) to the Company with respect to regarding such information; or or (Div) information which is independently acquired or developed by New Mountain or on its behalf Representatives without violating any of its obligations under paragraph 3 of this Section 18(b)Letter Agreement. (c) New Mountain agrees to, and to cause its agents, officers, directors, partners, employees, affiliates and advisors (collectively, "Representatives") to, (a) hold in strict confidence any Confidential Information received from the Company by such Stockholder or its Representatives pursuant to paragraph 3(a) of this Letter Agreement, and (b) not use any Confidential Information for any purpose other than such Stockholder's internal evaluation of its investment in the Company; provided, however, that such Stockholder may reveal such portions of the Confidential Information (i) with the prior written consent of the Company, (ii) In as required, pursuant to a judicial or regulatory proceeding, by subpoena, civil investigative demand or other similar legal process, after compliance with paragraph 3(d) of this Letter Agreement, and (iii) to its Representatives who need to know the event Confidential Information in connection with such Stockholder's internal evaluation of its investment in the Holder believesCompany and who are informed by such Stockholder of the confidential nature of the Confidential Information. New Mountain will inform its Representatives of the terms of such Stockholder's obligation of confidentiality under this Letter Agreement, upon consultation with and will be responsible for any breach of such obligation of confidentiality by any of its Representatives. (d) If New Mountain or any of its Representatives is required, pursuant to a judicial or regulatory proceeding, by subpoena, civil investigative demand or other similar legal counsel, that it is legally required process to disclose any information or documents contemplated by Section 18(b)(i)of the Confidential Information, it shall to the extent possible under the circumstances provide reasonable prior written notice to such Stockholder will notify the Company promptly so that the Company may, at its own expense, may seek a protective order or otherwise take other appropriate remedy or, in its sole discretion, waive compliance with the obligations of confidentiality under this Letter Agreement. In the event that no such protective order or other remedy is obtained, or the Company does not promptly waive compliance with the obligations of confidentiality under this Letter Agreement, New Mountain will furnish only that portion of the Confidential Information which is legally required to be disclosed and will, at the Company's request, use reasonable steps efforts to protect cooperate with the confidentiality Company in obtaining reasonable assurance that confidential treatment will be accorded such Confidential Information. (e) New Mountain acknowledges that it is aware and that it will advise its Representatives that the U.S. securities laws prohibit any person who has material non-public information from purchasing or selling securities or communicating that information to any other person under circumstances where it is reasonably foreseeable that such other person is likely to purchase or sell securities. If New Mountain no longer beneficially owns at least 5% of the Common Stock determined on an as-converted basis excluding those shares excluded in clauses (i), (ii), (iii) and (iv) of the parenthetical of the first sentence of paragraph 3(a) above, then, upon the Company's written request, such Stockholder shall return to the Company, or cause to be returned to the Company, and/or destroy, or cause to be destroyed, any and all Confidential Information, in whatever form (whether hard copy, electronic or other form) no later than ten (10) business days after receipt of the Company's written request. (f) New Mountain understands and acknowledges that the Company is not making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Company disclaims any and all liability to New Mountain and its Representatives arising from such party's use of, or reliance on the Confidential Information. (g) New Mountain agrees that money damages would not be sufficient remedy for any breach of such informationStockholder's obligations of confidentiality under paragraph 3 of this Letter Agreement and, therefore, in addition to any other remedy available to the Company in the event of such Stockholder's breach of its obligations of confidentiality under paragraph 3 of this Letter Agreement, the Company shall also be entitled to specific performance and injunctive or other equitable relief.