Common use of Confidentiality and Access Clause in Contracts

Confidentiality and Access. (a) Royal Seal Holding Co., Limited (“RSHCL”) hereby acknowledges and agrees that the Company and the Board may (a) withhold from the Preferred C Director (as defined in the Charter) all or any portion of any notices, minutes, meeting materials consents, and other materials that are sent to the other members of the Board and/or any committee thereof, (b) exclude the Preferred C Director from all or any portion of any meeting of the Board or any committee thereof, (c) redact or remove from the information or materials to be delivered to RSHCL pursuant to Section 3.1 and (d) limit the visitation rights of RSHCL described in Section 3.3 in each case, to the extent that the Board (excluding the Preferred C Director) makes a good faith reasonable determination that such withholding or exclusion is (x) necessary or prudent in order to preserve the attorney-client privilege, (y) necessary or prudent in order to protect the confidential information or trade secrets of the Company, and/or (z) necessary or prudent in order to prevent any actual or potential conflict of interest involving the Preferred C Director from arising or to prevent any actual or potential claim that failure to so withhold and/or exclude gave rise to an actual or potential conflict of interest involving the Preferred C Director. In each case, if and to the extent reasonably practicable, the Board will provide RSHCL with advance notice of such withholding, redaction or exclusion (it being understood and acknowledged that failure to provide such notice will not in any way limit the Company’s or the Board’s ability to effect such withholding, redaction or exclusion). (b) RSHCL hereby agrees to cause the Preferred C Director to hold in confidence and not use or disclose any information provided to or learned by the Preferred C Director in his or her capacity as a member of the Board (other than for the management of RSHCL’s investment in the Company) and RSHCL shall be primarily responsible for any failure by the Preferred C Director to comply with this obligation. If any personnel of RSHCL acquires any such information, then RSHCL shall cause such personnel to abide by the terms and conditions of those certain agreements, each dated as of November 1, 2013, between the Company and RSHCL . RSHCL shall liable for any breach of any term of this Section 3.7 by any of its Affiliates and any of their respective directors, officers, employees, advisors and agents.