Such Holder understands that this Agreement, the information contained in all materials provided to such Holder by the Company and its representatives, including any information conveyed orally, in connection with the Exchange (collectively “ Confidential Information ”), is strictly confidential and proprietary to the Company and is being provided to such Holder solely for such Holder’s confidential use in connection with the Exchange. Such Holder agrees to use the Confidential Information solely for the purpose of evaluating a possible investment in the Shares, and such Holder acknowledges that it is prohibited from distributing, divulging or discussing any Confidential Information, in whole or in part, with any person, except such Holder’s financial, investment or legal advisors (such persons, “ Authorized Advisors ”), solely to the extent necessary for such Authorized Advisors to assist such Holder with its proposed investment in the Holder Shares. To the extent that such Holder provides, directly or indirectly, any Confidential Information to any Authorized Advisor, such Holder shall (a) ensure that such Authorized Advisor maintain the confidentiality of the Confidential Information to the same extent applicable to Holder as set forth in this Section 4.5 and (b) be responsible for any breaches of this Section 4.5 by its Authorized Advisors. Confidential Information does not include any information that is or becomes publicly available through no fault of such Holder, or that such Holder is required to disclose pursuant to applicable law, regulation or legal process; provided , however , that if such Holder or any Authorized Advisor is requested or ordered to disclose any Confidential Information pursuant to any court or other government order or any other applicable legal procedure, it shall provide the Company with prompt notice of any such requirement and the terms of and circumstances surrounding such requirement so that the Company may seek an appropriate protective order or other remedy, or waive compliance with the terms of this Section 4.5 , and such Holder or such Authorized Advisor will provide such cooperation, at Company’s expense, with respect to obtaining a protective order or other remedy as the Company will request.