I hereby request access to the information (“Information”) contained on the confidential data
site (the “Data Site”) of Newfold Digital Holdings Group, Inc. (the “Issuer”) pursuant
to the terms of (i) the Indenture (as amended and/or supplemented, the “Unsecured Indenture”), dated as of
February 10, 2021, among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, relating to the Issuer’s 6.000% Senior Notes due 2029 (the “Unsecured Notes”) and (ii) the Indenture (as amended and/or supplemented, the “Secured Indenture” and, together with the Unsecured Indenture, the “Indenture”), dated as of October 18, 2023, among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and notes collateral agent, relating to the Issuer’s 11.750% Senior Secured Notes due 2028 (the “Secured Notes” and, together with the Unsecured Notes, the “Notes”). By requesting access and accessing the Data Site, I hereby accept this confidentiality agreement and acknowledge and agree that I am one of the below:
- a holder of any of the Notes;
- a bona fide prospective investor that is a “qualified institutional buyer” (within the
meaning of Rule 144A of the Securities Act of 1933, as amended) or non-U.S. persons (as
defined in Regulation S under the Securities Act);
- a securities analyst providing analysis of investment in the Notes; or
- a market maker in the Notes,
(collectively, “Eligible Participants”).
I further agree: (a) except to the extent otherwise required by law, to keep confidential and not
to disclose or reveal the Information obtained pursuant to accessing this site or otherwise to
any person other than those of its representatives: (i) who are actively and directly involved
with the applicable Indenture, and (ii) whom I will cause to observe the terms of this request for
information and confidentiality acknowledgment, (b) not to use information acquired pursuant to
accessing this Data Site for any purpose other than my evaluation of its investment in the
Issuer and (c) except as required by law, not to disclose to any person (other than those of my
representatives who are actively and directly participating involved in the Issuer’s Indenture
or who otherwise need to know the information for the purpose of evaluating its investment and
whom I will cause to observe the terms of this confidentiality acknowledgment) any information
about the Issuer, or the terms or conditions or any other facts relating thereto. In the event
that I or any of my representatives are required by law to disclose any information about the
Issuer, I agree that I will provide the Issuer with advance written notice of such request or
requirement in order to enable the Issuer to seek an appropriate protective order or other
remedy (and if the Issuer seeks such an order, I will provide such cooperation as the Issuer
shall request), to consult with me with respect to my taking steps to resist or narrow the scope
of such request or legal process.
I acknowledge that this request for information and confidentiality acknowledgment shall be
governed by, and construed in accordance with, the laws of the State of New York without regard
to any conflict of laws principles thereof. Any action brought in connection with this request
for information shall be brought in the federal or state courts located in the Borough of
Manhattan in the City of New York, and I hereby irrevocably consent to the jurisdiction of such
courts and waive any objections as to venue or inconvenient forum.
