definiens: ( as defined in t he Confidentiality Agreement ) received prior to the da te hereof and all proprietary and all non - public in formation regarding the Company and its subsidiaries received pursuant to Section 6.5 ( the ), and in each case not to disclose or reveal any such Confidential Information to any Person without the prior written consent of the Company ; provided, however, that Con fidential Information may be disclosed by any Inves tor to its members, directors, managers, officers, employe es, debt financing sources, potential purchasers of Equity Securities from any Investor Party with respect to Transfers that would be permitted pursuant to Secti on 8.3 ( ), consultants, agents, advisors and representativ es, including the First Director, Second Director, Third Director and Observer ( collectively, ) who need to know such Confidential Information for the purpose of evaluat ing, monitoring or taking any other action with res pect to the investment by any Investor in any Series A Shares, Series A-1 Shares or Common Shares issued or issuab le upon conversion of any Preferred Shares pursuant to the Certificate of Designation, and agree to cause such Permitted Representatives to observe the terms of this Sectio n 6.6 ; provided, that nothing herein shall preven t any Investor or any Permitted Representative from disclosing any Confidential Information that ( 1 ) is or becomes ge nerally available to the public other than as a result of a ny act or omission by an Investor or such Permitted Representative in violation of this Section 6.6, ( 2 ) was availabl e to any Investor or Permitted Representative on a non - confidential basis prior to disclosure to any Investor or Permit ted Representative by the Company or its representa tives, ( 3 ) becomes available to any Investor or Permitted Repr esentatives from a source other than the Company or its representatives when such source is entitled, to th e knowledge of such Investor, to make such disclosu re without violating any fiduciary duty or any non - disclosure or confidentiality agreement, or ( 4 ) is required to be disclosed by law, rule or regulation ( provided ; that prior to such disclosure, the applicable Investor shall, unless prohibited by law, rule, regulation or order, promptly notify the Company of any such disclosure, use reasonable efforts to limit the disclosure requirements of such law or or der, and maintain the confidentiality of such infor mation to the maximum extent permitted by law, rule or regulation ) . If any Investor or Permitted Representative is r equested or required ( by oral questions, interrogatories, reque sts for information, subpoena, civil investigative demand or similar process ) to disclose any Confidential Infor mation, it is agreed that such Investor will provid e the Company with prompt written notice of such request(s ) so th at the Company may seek ( at the Company ’s sole cost ) an appropriate protective order or other appropriate r emedy and/or waive the Investor ’s compliance with t his Section 6.6 . If, failing the entry of a protective order o r the receipt of a waiver hereunder, any Investor o r Permitted Representative is, after consultation with outside counsel, compelled to disclose Confidential Informa tion, such Investor or Permitted Representative may disclose o nly that portion of such information that in the op inion of Investor ’s counsel is legally required without liab ility hereunder ; provided, that such Investor agre es to use commercially reasonable efforts to obtain, at the C ompany ’s sole expense, assurance that confidential treatment will be accorded such information, including, by co operating with the Company to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Inform ation