Common use of Sharing of Information Clause in Contracts

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo and the Holders agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo and its Subsidiaries (“Confidential Information”) with the Sponsor Parties. Each Sponsor Party recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo of such requirement or request, and takes commercially reasonable steps, at the sole cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo PubCo, each of the Partners and the Holders Sponsor agrees and acknowledges that the directors designated by the Sponsor Partners and the Sponsor, may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor PartiesPartners and the Sponsor, as applicable. Each of the Partners and the Sponsor Party recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the Partners and the Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Laws) or by a court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party (to the extent legally permissible) promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.2 by any such Person, Person or (y) if such disclosure is made to a governmental Governmental Entity or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (1) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (2) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. To Each Party (the extent permitted by antitrust“Recipient Party”) agrees to maintain the confidentiality of, competition and not to use, the confidential or any other applicable Law, each of CayCo and the Holders agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public proprietary information about CayCo and its Subsidiaries disclosed pursuant to or in connection with this Agreement (“Confidential Information”) by or on behalf of the other Party (the “Disclosing Party”) for any purpose whatsoever except in connection with performance pursuant to this Agreement. The obligations undertaken pursuant to this Section do not apply to such part of the Sponsor Parties. Each Sponsor Party recognizes Confidential Information that itis or has become published or otherwise generally available to the public, other than as a consequence of the willful or negligent act or omission of the Recipient Party, or which, at the time of disclosure to the Recipient Party, was already in the lawful possession of the Recipient Party, as evidenced by written records. The Recipient Party will impose corresponding obligations of confidentiality and non-use on its affiliates Affiliates and representativeseach of their respective employees, has acquired or will acquire agents and representatives (collectively, “Representatives”) involved in the performance of this Agreement prior to making the Confidential Information available to them. Any breach of confidentiality or non-use of Confidential Information by any Representative will be deemed a breach of confidentiality or non-use by the use or disclosure of which could cause CayCo substantial loss and damages that could Recipient Party. It will not be readily calculated and a breach of the confidentiality obligations herein for which no remedy at law would be adequate. Accordinglythe Recipient Party to disclose Confidential Information, each Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) where such information becomes known to the public through no fault of such party, (b) disclosure is required by law or applicable Law legal process, provided the Recipient Party agrees to (including any filing following a) immediately notify the Closing Disclosing Party in writing of the existence, terms and circumstances surrounding such a requirement, and (b) assist the Disclosing Party in seeking a protective order or other appropriate remedy satisfactory to the Disclosing Party (at the expense of the Disclosing Party). If such protective order or other remedy is not obtained (or the Disclosing Party waives compliance with the Commission pursuant provisions hereof), (i) the Recipient Party may disclose that portion of the Confidential Information it is legally required to applicable securities Lawsdisclose, (ii) the Recipient Party will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information to be disclosed, and (iii) the Recipient Party will give written notice to the Disclosing Party of the information to be so disclosed as far in advance of its disclosure as practicable. The parties agree that any violation of this Section by the Recipient Party or its Representatives may be enforced by the Disclosing Party by obtaining injunctive or specific relief from a court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case jurisdiction. Such relief is cumulative and not exclusive of any required filing following other remedies available to the Closing with the Commission, Disclosing Party at law or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo of such requirement or requestequity, including, but not limited to, damages and takes commercially reasonable steps, at the sole cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Personattorneys’ fees.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo Parties agree and the Holders agrees and acknowledges acknowledge that the directors designated by the Sponsor and Sellers may share confidential, non-public information about CayCo PubCo and its Subsidiaries (“Confidential Information”) with the Sponsor Partiesand Sellers, as applicable. Each of Sponsor Party and Sellers recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of Sponsor Party and Sellers covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of Sponsor Party or Sellers from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party or to such Party’s attorneys, provided thataccountants, consultants, advisors and other representatives if such Persons have a need to know such information in order to perform their duties and/or properly advise such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.7 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties or Sellers, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of Sponsor or Sellers solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo PubCo, the Shareholder Representative and the Holders agrees Sponsor agree and acknowledges acknowledge that the directors designated by the Sponsor Shareholder Representative and Sponsor, may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor PartiesShareholder Representative or Sponsor, as applicable. Each of the Shareholder Representative and Sponsor Party recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the Shareholder Representative and Sponsor Party covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty in violation of this Investor Rights Agreement, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described belowRegulatory Inquiry, for which notification shall expressly not be required) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or any of its Affiliates or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of of, or reference to, the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any the Shareholder Representative and Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member member, shareholder or shareholder other equity holder of any of the foregoingsuch Party, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.4 by any such Person, Person or (y) if such disclosure is made pursuant to any examinations, audits, investigations, regulatory sweeps or other regulatory inquiries by regulatory agencies, self-regulatory organizations, governmental agencies or examiners thereof (each a governmental or regulatory authority “Regulatory Inquiry”) with jurisdiction over such Sponsor Party in connection with a routine audit or examination Regulatory Inquiry that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties a Pre-Closing Holder or Sponsor, unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo Parties agree and the Holders agrees and acknowledges acknowledge that the directors designated by the Sponsor and IWM may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor Partiesand IWM, as applicable. Each of Sponsor Party and IWM recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of Sponsor Party and IWM covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of Sponsor Party or IWM from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.7 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties or IWM, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of Sponsor or IWM solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, including Article L. 225-37 of the French Commercial Code setting forth the duty of secrecy of Persons attending Board meetings, each of CayCo and the Holders Parties agrees and acknowledges that the directors designated by Sponsor and the Sponsor DV Shareholders may share confidential, non-public information about CayCo PubCo and its Subsidiaries (“Confidential Information”) with Sponsor and the Sponsor PartiesDV Shareholders, as applicable. Each of Sponsor Party and the DV Shareholders recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of Sponsor Party and the DV Shareholders covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives direct its Representatives who actually receive Confidential Information not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of Sponsor Party or the DV Shareholders from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party or to such Party’s attorneys, provided thataccountants, consultants, advisors and other representatives if such Persons have a need to know such information in order to perform their duties and/or properly advise such Party, provided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.7 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of Sponsor or the Sponsor Parties DV Shareholders, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of Sponsor or the DV Shareholders solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Investor Rights Agreement.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo the Sponsor, the Blocker Owner and the Holders CF OMS, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by Sponsor Director, the Sponsor Milestone Director and the Fortress Director, as applicable, may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor PartiesSponsor, the Blocker Owner and CF OMS, respectively. Each Sponsor Party Further, each of the Sponsor, the Blocker Owner and CF OMS recognizes that it, or its affiliates Affiliates, Permitted Transferees and representativesRepresentatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each Sponsor Party of the Sponsor, the Blocker Owner and CF OMS, severally and not jointly, covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates, Permitted Transferees and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) that such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Agreement shall prohibit any Sponsor Party of the Sponsor, the Blocker Owner or CF OMS from disclosing Confidential Information (x) to any affiliate Affiliate or representative of such Sponsor PartyRepresentative, or any limited partner, member member, equityholder, manager, investor or shareholder potential investor of any of the foregoing, such Party; provided that, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 3.4 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties Sponsor, the Blocker Owner or CF OMS, unless such Confidential Information is actually provided to such Person. PubCo and each other Party, severally and not jointly, acknowledges and agrees with PubCo that each of the Sponsor, the Blocker Owner and CF OMS and their respective Affiliates may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Sponsor, the Blocker Owner, CF OMS or their respective Affiliates’ ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each other Party, severally and not jointly, agrees with PubCo that, to the extent permitted under applicable Law, each of the Sponsor, the Blocker Owner and CF OMS (other than any equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates shall not be liable to PubCo, or any other Party for any claim arising out of, or based upon, (i) the investment by such Party, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Party, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) each of the Sponsor, the Blocker Owner and CF OMS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) each Party (other than PubCo) that is, or is an Affiliate of, a private equity, venture capital or other investment firm, and its respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo PubCo and the Holders agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo PubCo and its Subsidiaries (“Confidential Information”) with the Sponsor Parties. Each Sponsor Party recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Sponsor Party covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo Equityholder and the Holders Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Sponsor and the IVP Representative may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor Parties(or the Founder Holders) and the IVP Equityholders. Each Further, each Equityholder and the Sponsor Party recognizes that it, or its affiliates Affiliates, Permitted Transferees and representativesRepresentatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each Sponsor Party Equityholder and the Sponsor, severally and not jointly, covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates, Permitted Transferees and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) that such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Agreement shall prohibit any of the the IVP Equityholders or the Sponsor Party (or the Founder Holders) from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoing, such Party; provided that, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 3.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) each of the IVP Equityholders and the Sponsor, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) the Sponsor, CC Capital, NBOKS and each Equityholder that is a private equity, venture capital or other investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo Equityholder and the Holders Sponsor, severally and not jointly, agrees with PubCo and acknowledges that the directors designated by the Sponsor and the IVP Representative may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor Parties(or the Founder Holders) and the IVP Equityholders. Each Further, each Equityholder and the Sponsor Party recognizes that it, or its affiliates Affiliates, Permitted Transferees and representativesRepresentatives, has acquired or will acquire Confidential Information in connection with this Agreement or otherwise, the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each Sponsor Party Equityholder and the Sponsor, severally and not jointly, covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates, Permitted Transferees and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) that such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing Nothing in this Agreement shall prohibit any of the IVP Equityholders or the Sponsor Party (or the Founder Holders) from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoing, such Party; provided that, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 3.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties an Equityholder or Sponsor, unless such Confidential Information is actually provided to such Person. PubCo and each Equityholder and the Sponsor, severally and not jointly, acknowledges and agrees with PubCo that each of the Equityholders, the Sponsor and their respective Affiliates (including CC Capital and NBOKS) may currently be invested in, may invest in, or may consider investments in companies that compete either directly or indirectly with PubCo and its subsidiaries, or operate in the same or similar business as PubCo and its subsidiaries, and that nothing herein shall be in any way construed to prohibit or restrict the Equityholders, the Sponsor or their respective Affiliates’ (including CC Capital and NBOKS) ability to maintain, make or consider such other investments (including purchasing publicly traded securities). PubCo and each Equityholder and the Sponsor, severally and not jointly, hereby agrees with PubCo that, to the extent permitted under applicable law, each of the Equityholders and the Sponsor (other than any Equityholder that is an employee of PubCo or any of its subsidiaries) and their respective Affiliates (including CC Capital and NBOKS) shall not be liable to PubCo, the Sponsor or any other Equityholder for any claim arising out of, or based upon, (i) the investment by such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates in any entity competitive with PubCo, or (ii) actions taken by any partner, officer, employee or other representative of any such Equityholder or the Sponsor, as applicable, or such Party’s Affiliates to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on PubCo; provided, however, that (x) no Confidential Information is used or disclosed in connection with such activities and (y) the foregoing shall not relieve any director or officer of PubCo from any liability associated with his or her fiduciary duties to PubCo. Notwithstanding the foregoing or anything to the contrary herein, (1) each of the IVP Equityholders and the Sponsor, CC Capital and NBOKS (a) may disclose Confidential Information in connection with routine supervisory audit or regulatory examinations (including by regulatory or self-regulatory bodies) to which they are subject in the course of their respective businesses without liability hereunder and (b) shall not be required to provide notice to any party in the course of any such routine supervisory audit or regulatory examination, provided that such routine audit or examination does not specifically target PubCo, any of its subsidiaries or the Confidential Information and (2) the Sponsor, CC Capital, NBOKS and each Equityholder that is a private equity, venture capital or other investment firm and their respective Affiliates may provide information about the subject matter of this Agreement to prospective and existing investors in connection with fund raising, marketing, informational, transactional or reporting activities.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo PubCo, the Partners and the Holders Sponsor agrees and acknowledges that the directors designated by the Partners and the Sponsor may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with the Sponsor PartiesPartners and the Sponsor, as applicable. Each of the Partners and the Sponsor Party recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the Partners and the Sponsor Party covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any of the Partners or the Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.2 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties Partners or the Sponsor, unless such Confidential Information is actually provided to such Person. Furthermore, receipt of Confidential Information shall not be imputed to any Affiliate of the Partners or the Sponsor solely by virtue of the fact that the party serves in a similar capacity for such Affiliate (a “Shared Representative”) and has received Confidential Information unless a Shared Representative (x) conveys, shares or communicates, in any manner, Confidential Information to such Affiliate or (y) participates, directly or indirectly, on behalf of such Affiliate in activities prohibited by this Agreement.

Sharing of Information. Consistent with the purpose stipulated by the parties in Title II, and to the extent allowed by law, policy and regulation, the USACE, the County, and BOEM agree to: (1) share all information needed for or generated from the Project, including the sharing of implementation and other applicable schedules; (2) provide such information to the requesting agency as expeditiously as possible; and (3) work to ensure that all required completion report information is received. The Parties to this MOA acknowledge that information and reports required by and/or exchanged pursuant to the project that is the subject of this MOA may include confidential business information, proprietary information, or other sensitive information that should be protected from disclosure. Any Party, contractor or agent of one of the Parties requesting information or reports provided pursuant to this MOA be treated as confidential, will prominently ▇▇▇▇ the information and report as “Confidential” along with the bases for the claim of confidentiality. Any covering correspondence submitted with the information or report will likewise note the claim of confidentiality being asserted. To the extent permitted by antitrustpracticable, competition or any other applicable Law, each a Party to this MOA may only request information that has been marked as “Confidential” and is in the possession of CayCo and another Party to this MOA if the Holders agrees and acknowledges that the directors designated information is needed by the Sponsor requesting Party to carry out their obligations under this MOA or if the information is necessary for the requesting Party to fulfill their obligations under the law. The Party in possession of the information requested may share confidential, non-public information about CayCo and its Subsidiaries (“Confidential Information”) work with the Sponsor Partiesrequesting party to determine if the information can be shared without waiving the confidential nature of the material. Each Sponsor Party recognizes The Parties further agree that it, or its affiliates they will immediately and representatives, has acquired or will acquire Confidential Information timely notify the use other parties in writing of any request by any person seeking the release or disclosure of which could cause CayCo substantial loss and damages that could information marked “Confidential” in whole or in part, including, but not be readily calculated and for which no remedy at law would be adequate. Accordinglylimited to, each Sponsor Party covenants and agrees with CayCo that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission requests pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided thatCourt orders, (other than in the case of any required filing following the Closing with the Commissiondiscovery, subpoenas, or in connection with any routine audit other compulsory process, or examination as described below) such Sponsor Party promptly notifies CayCo of such requirement public access request under applicable Federal or request, and takes commercially State law. Notification will be considered timely if it provides the Parties or individuals claiming the information or report is confidential a reasonable steps, at opportunity to seek a Court order to prevent release or disclosure. Any disputes regarding requests for information or the sole cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use confidential nature of the Confidential Information. Notwithstanding information requested will be resolved jointly among the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any PersonParties involved, including any affiliate of through the Sponsor Parties unless such Confidential Information is actually provided to such Persondispute resolution process identified in Paragraph 16.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo PubCo, the Sellers and the Holders Sponsor agrees and acknowledges that the directors designated by the Seller Representative and the Sponsor and the Board Observers may share confidential, non-public information about CayCo PubCo and its Subsidiaries (“"Confidential Information”") with the Sponsor PartiesSellers and the Sponsor, as applicable. Each of the Sellers and the Sponsor Party recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of the Sellers and the Sponsor Party covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) that such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any the Sellers and the Sponsor Party from disclosing Confidential Information (x) to 15 any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoing, such Party; provided that, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 2.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of the Sponsor Parties Sellers or the Sponsor, unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo the Company and the Holders agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo the Company and its Subsidiaries (“Confidential Information”) with the Sponsor PartiesParties in order to enable the Sponsor to monitor its investment in the Company. Each Sponsor Party recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Sponsor Party covenants and agrees with CayCo the Company that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCothe Company, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partydisclosure made or approved by the Company, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided thatprovided, that (other than in the case of any required filing following the Closing with the Commission, Commission or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo the Company of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCothe Company, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCothe Company) without any breach of duty to CayCo the Company or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided thatprovided, that such Person person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 5.5 by any such Person, person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo the Company or the Confidential Information, provided thatprovided, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Personperson, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, securities, competition or any other applicable Law, each of CayCo PubCo, ▇▇▇▇ and the Holders Sponsor agrees and acknowledges that the directors designated by ▇▇▇▇ and the Sponsor may share confidential, non-public information about CayCo PubCo and its Subsidiaries subsidiaries (“Confidential Information”) with ▇▇▇▇ or the Sponsor, as applicable; provided that such sharing of Confidential Information complies with such directors’ fiduciary duties and confidentiality arrangements subject to the satisfaction of PubCo and is in such directors’ capacity as directors of PubCo. Each of ▇▇▇▇ and the Sponsor Parties. Each Sponsor Party recognizes that it, or its affiliates Affiliates and representativesRepresentatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo PubCo substantial loss and damages that could not be readily calculated and for which no remedy at law Law would be adequate. Accordingly, each of ▇▇▇▇ and the Sponsor Party covenants and agrees with CayCo PubCo that it will not (and will cause its respective controlled affiliates Affiliates and representatives Representatives not to) at any time, except with the prior written consent of CayCoPubCo, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partyParty, (b) disclosure is required by applicable Law (including any filing following the Closing Date with the Commission SEC pursuant to applicable securities Lawslaws) or court of competent jurisdiction or requested by a governmental or regulatory authorityGovernmental Entity; provided thatprovided, that (other than in the case of any required filing following the Closing Date with the Commission, SEC or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo PubCo of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCoPubCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the ClosingEffective Date, without restriction, from a source (other than CayCoPubCo) without any breach of duty to CayCo PubCo or (d) such information was independently developed by such Sponsor Party, its affiliates Party or its representatives Representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Investor Rights Agreement shall prohibit any ▇▇▇▇ or the Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor PartyAffiliate, or any Representative, limited partner, member or shareholder of any of the foregoingsuch Party, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 ‎Section 2.3 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo PubCo or the Confidential Information, provided that, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate Affiliate of a Lucid Insider, the Sponsor Parties or ▇▇▇▇, unless such Confidential Information is actually provided to such Person.

Sharing of Information. To the extent permitted by antitrust, competition or any other applicable Law, each of CayCo the Company and the Holders agrees and acknowledges that the directors designated by the Sponsor may share confidential, non-public information about CayCo the Company and its Subsidiaries (“Confidential Information”) with the Sponsor PartiesParties in order to enable the Sponsor to monitor its investment in the Company. Each Sponsor Party recognizes that it, or its affiliates and representatives, has acquired or will acquire Confidential Information the use or disclosure of which could cause CayCo the Company substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate. Accordingly, each Sponsor Party covenants and agrees with CayCo the Company that it will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCothe Company, directly or indirectly, disclose any Confidential Information known to it to any third party, unless (a) such information becomes known to the public through no fault of such partydisclosure made or approved by the Company, (b) disclosure is required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided thatprovided, that (other than in the case of any required filing following the Closing with the Commission, Commission or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo the Company of such requirement or request, request and takes commercially reasonable steps, at the sole cost and expense of CayCothe Company, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCothe Company) without any breach of duty to CayCo the Company or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder stockholder of any of the foregoing, provided thatprovided, that such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, Information and such Sponsor Party shall be responsible for any breach of this Section 6.3 6.4 by any such Person, Person or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo the Company or the Confidential Information, provided thatprovided, that such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Person.

Sharing of Information. Consistent with the purpose stipulated by the Parties in Title II, and to the extent allowed by law, policy, and regulation, USACE, the County, and BOEM agree to: (1) share all information needed for or generated from the Project, including the sharing of implementation and other applicable schedules and (2) provide such information to the requesting Party as expeditiously as possible. USACE and BOEM agree to work to ensure that all required completion report information is received. Any Party, contractor, or agent of one of the Parties requesting that information or reports provided pursuant to this MOA be treated as confidential will prominently mark the information and/or report as “Confidential” along with the basis for the claim of confidentiality. Any cover correspondence submitted with the information or report will likewise note the claim of confidentiality. To the extent permitted by antitrustpracticable, competition or any other applicable Law, each a Party to this MOA may only request information that has been marked as “Confidential” and is in the possession of CayCo and another Party to this MOA if the Holders agrees and acknowledges that the directors designated information is needed by the Sponsor requesting Party to carry out its obligations under this MOA or if the information is necessary for the requesting Party to fulfill its obligations under the law. The Party in possession of the information requested may share confidential, non-public information about CayCo and its Subsidiaries (“Confidential Information”) work with the Sponsor Partiesrequesting party to determine if the information may be shared without waiving the confidential nature of the material. Each Sponsor Party recognizes The Parties further agree that itthey will notify the other Parties as soon as possible, or its affiliates and representativesin writing, has acquired or will acquire Confidential Information of any request by any person seeking the use release or disclosure of which could cause CayCo substantial loss information marked “Confidential” in whole or in part, including, but not limited to, requests pursuant to court orders, discovery, subpoenas, or other compulsory process, or public access requests under applicable Federal or State law. Notification will be considered timely if it provides the Parties or individuals claiming the information or report is confidential a reasonable opportunity to seek a court order to prevent release or disclosure. Any disputes regarding requests for information or the confidential nature of the information requested will be resolved according to applicable law and damages that could not be readily calculated and for which no remedy at law would be adequatethrough the dispute resolution process identified in Paragraph 16. AccordinglyIf the Party or individual claiming the information or report is confidential fails to obtain a timely court order preventing the release or disclosure of the information, each Sponsor the Party covenants and agrees with CayCo that it in possession of the information will not (and will cause its respective controlled affiliates and representatives not to) at any time, except with the prior written consent of CayCo, directly or indirectly, disclose any Confidential Information known to release it to any third party, unless (a) such information becomes known to the public through no fault of such party, (b) disclosure is extent required by applicable Law (including any filing following the Closing with the Commission pursuant to applicable securities Laws) or court of competent jurisdiction or requested by a governmental or regulatory authority; provided that, (other than in the case of any required filing following the Closing with the Commission, or in connection with any routine audit or examination as described below) such Sponsor Party promptly notifies CayCo of such requirement or request, and takes commercially reasonable steps, at the sole cost and expense of CayCo, to minimize the extent of any such required disclosure, (c) such information was available or becomes available to such Sponsor Party before, on or after the Closing, without restriction, from a source (other than CayCo) without any breach of duty to CayCo or (d) such information was independently developed by such Sponsor Party, its affiliates or its representatives without the use of the Confidential Information. Notwithstanding the foregoing, nothing in this Agreement shall prohibit any Sponsor Party from disclosing Confidential Information (x) to any affiliate or representative of such Sponsor Party, or any limited partner, member or shareholder of any of the foregoing, provided that, such Person shall be bound by an obligation of confidentiality with respect to such Confidential Information, and such Sponsor Party shall be responsible for any breach of this Section 6.3 by any such Person, or (y) if such disclosure is made to a governmental or regulatory authority with jurisdiction over such Sponsor Party in connection with a routine audit or examination that is not specifically directed at CayCo or the Confidential Information, provided that, such Sponsor Party shall request that confidential treatment be accorded to any information so disclosed. No Confidential Information shall be deemed to be provided to any Person, including any affiliate of the Sponsor Parties unless such Confidential Information is actually provided to such Personlaw.