This Confidentiality Agreement (this “Agreement”) is entered into by and between the individual, or company as appropriate, visiting or viewing the website https://www.charlescorp.info (the “Recipient”) and Charles Holdings LLC ( “Charles”, the Recipient and Charles shall also be referred to herein individually as a “Party”, or together as the “Parties”), as of the date the Recipient clicked on the link titled “CLICK HERE TO ACKNOWLEDGE THAT YOU HAVE REVIEWED & CONSENT” on the Website.

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WHEREAS, the Recipient is visiting or viewing the website https://www.charlesholdings.com (the “Website”) for the purposes of reviewing information relevant to the business of Charles and the Parties expect to have discussions relating to entering into a transaction or agreement (whatever the nature may be) with Charles (the “Proposed Transaction”); and

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WHEREAS, one Party or its agents may from time to time provide the other Party with certain information, including, without limitation, any and all information presented on the Website, documents, agreements, spreadsheets, financial information, files, appraisals, reports, opinions, and other information related to the Proposed Transaction, all of which information disclosed to the other Party shall be considered “Confidential Information”; and

 

WHEREAS, each Party believes its Confidential Information to be proprietary and the other Party agrees that it shall treat such Confidential Information as confidential in accordance with the terms of this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:

1 Each Party (the “Receiving Party”) shall hold the Confidential Information that it receives from the other Party (the “Disclosing Party”) in confidence and not disclose such Confidential Information other than (i) to the Receiving Party’s affiliates and the Receiving Party’s and its affiliates’ respective members, managers, directors, officers, employees, counsel, agents and other advisers (collectively, a Party’s “Related Parties”), in each case who reasonably need to know such information for the purpose of the Proposed Transaction and (ii) as required by law, rule, regulation or legal process, or at the request of a regulatory authority.

 

2 Notwithstanding any provisions herein to the contrary, Confidential Information shall not include any information provided by the Disclosing Party (i) which was already lawfully in the Receiving Party’s and/or the Receiving Party’s affiliates’ possession, (ii) which is or hereafter becomes part of the public domain without any violation of this Agreement on the part of the Receiving Party or its affiliates, (iii) which is received by the Receiving Party from a third Party not known by it to be under any obligation of confidentiality to the Disclosing Party, or (iv) which is independently developed by the Receiving Party and/or its affiliates.

 

3 In the event that the Receiving Party is requested or required by a regulatory authority having or claiming to have jurisdiction over it or its affiliates to disclose any of the Disclosing Party’s Confidential Information, or the fact that discussions are taking place concerning the Proposed Transaction, the Receiving Party may disclose that portion of the Confidential Information that it is required or requested to disclose and will exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded the Confidential Information so disclosed. If disclosure of Confidential Information is required by legal process or pursuant to law, rule or regulation, the Receiving Party will endeavor to provide the Disclosing Party with prompt notice of such request, to the extent permitted by law and to the extent reasonably practicable, so that the Disclosing Party may seek a protective order or other appropriate remedy at its own expense.  In addition, notwithstanding anything herein to the contrary, the parties (and each employee, representative, or other agent of each Party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Proposed Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure.

 

4 The Receiving Party will, upon the request of the Disclosing Party, return to the Disclosing Party or destroy, at the Receiving Party’s option, all of the Confidential Information it received from the Disclosing Party; provided, however, that each Party shall be entitled to retain such Confidential Information or copies thereof as is required to be maintained by law or regulation or in accordance with its or its Related Parties’ record retention or compliance policies.  In addition, copies of Confidential Information may remain on any back-up tapes or similar formats.  

 

5 Each Party acknowledges that the other Party does not make any express or implied representation or warranty as to the materiality, accuracy or completeness of the Confidential Information, except as may be set forth in a definitive agreement regarding the Proposed Transaction.

 

6 Non-Circumvention. For the term pursuant to Section 9, the Parties agree that neither it nor its Related Parties shall directly or indirectly interfere with, circumvent, or attempt to circumvent, avoid or by-pass the interest of the other Party or its Affiliates in the businesses or relationships from or disclosed in the course of the Proposed Transaction.

 

7 This Agreement does not obligate or commit either Party or any of its Related Parties to enter into any transaction, including, without limitation, the Proposed Transaction. The parties acknowledge and agree that this Agreement shall not constitute or be deemed to constitute any form of partnership or joint venture between them.  In addition, the parties acknowledge and agree that this Agreement shall not create or be deemed to create an exclusive arrangement between them. Neither Party shall have or hold itself out as having any authority or agency to act on behalf of the other Party.  

 

8 The Recipient agrees that it shall not use the Confidential Information for any purpose other than for the Proposed Transaction.

 

9 This Agreement and the parties’ respective obligations hereunder shall terminate upon the earlier of (i) one year from the date hereof and (ii) the consummation of the Proposed Transaction.

 

10 Each Party agrees that money damages would not be a sufficient remedy for any breach of this Agreement and that, in addition to all other remedies, the Disclosing Party may be entitled to seek injunctive or other equitable relief as a remedy for any such breach.

 

11 THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES HERETO AND/OR THE INTERPRETATION OF THE RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF. The parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of the courts of the State of New York and of the United States District Court located in the City of New York for any lawsuits, actions or other proceedings arising out of or relating to this Agreement.

 

12 If any provision of this Agreement is declared void or otherwise unenforceable, such provision shall be deemed to have been severed from this Agreement, which shall otherwise remain in full force and effect.

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13 No failure or delay by a Party in exercising any right, power or privilege here-under shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege here-under.

 

14 This Agreement shall be deemed executed upon the Recipient clicking on the link titled “CLICK HERE TO ACKNOWLEDGE THAT YOU HAVE REVIEWED & CONSENT” on the Website. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof.  This Agreement may be amended only pursuant to a writing signed by both parties hereto and may not be otherwise modified or amended.