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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc
<br /> Exhibit C - Engagement Letter Page 4 of 9
<br /> Section 5. Confidentiality. The Company agrees that any reference to the CRO or Cambio in any release,
<br /> communication, or other material is subject to Cambio's prior written consent, which may be given or withheld in
<br /> Cambio's reasonable discretion. Any advice, written or oral, provided by the CRO or Cambio pursuant to this
<br /> Agreement shall be treated by the Company as confidential, shall be solely for the information and assistance in
<br /> connection with its consideration of the matters set forth in Section 1 hereof and shall not be used,circulated,quoted
<br /> or otherwise referred to for any other purpose,nor shall it be filed with,included in or referred to,in whole or in part,
<br /> in any registration statement, proxy statement, offering materials or other communication, whether written or oral,
<br /> prepared, issued or transmitted by the Company or any of their affiliates, directors, officers, employees, agents or
<br /> representatives, without, in each instance, Cambio's prior written consent, which may be given or withheld in
<br /> Cambio's reasonable discretion; provided, however, that the foregoing shall not apply to any information which
<br /> becomes publicly available other than as a result of the breach by the Company of the undertakings hereunder,or that
<br /> which the Company is required to disclose as a publicly traded corporation,or by judicial or administrative process in
<br /> connection with any action,suit,proceeding or claim.
<br /> Section 6. Conflicts.The Company acknowledges that Cambio and its affiliates may have and may continue
<br /> to have consulting, advisory and other relationships with parties other than the Company. Cambio shall have no
<br /> obligation to disclose such information to the Company,or to use such information in connection with the matters set
<br /> forth in Section 1 hereof,except such disclosures that may be required under the Bankruptcy Code in order for Cambio
<br /> to be retained as the CRO in a chapter I I case filed by the Company.Cambio is not currently aware of any relationship
<br /> that would create a conflict of interest with the Company. Because Cambio is a consulting firm that serves clients in
<br /> numerous cases,both in and out of court,it is possible that the Cambio may have rendered or will render services to,or
<br /> have business associations with,other entities or people which had or have or may have relationships with the Company,
<br /> including creditors of the Company.Cambio will not be prevented or restricted by virtue of providing the services under
<br /> this Agreement from providing services to other entities or individuals,including entities or individuals whose interests
<br /> may be in competition or conflict with the Company's,provided Cambio makes appropriate arrangements to ensure
<br /> that the confidentiality of information is maintained. The Company acknowledges and agrees that the services being
<br /> provided hereunder are being provided on behalf of it and it hereby waives any and all conflicts of interest that may
<br /> arise on account of the services being provided on behalf of any other Company.Each Company represents that it has
<br /> taken all corporate action necessary and is authorized to waive such potential conflicts of interest. No one other than
<br /> the Company is authorized to rely upon the engagement of the CRO Cambio hereunder or any statements, advice or
<br /> conduct by the CRO Cambio.
<br /> Section 7.Public Announcements. Subject to the approval of the Company,not to be unreasonably withheld,
<br /> Cambio shall the right to place announcements and advertisements on our website and in financial and other
<br /> newspapers and journals, at its own expense, describing its services in connection with the Restructuring and other
<br /> services rendered pursuant to this Agreement. If we request, the Company shall include a mutually acceptable
<br /> reference to us in any public announcement of a transaction.
<br /> Section 8.Exclusivity.The Company agrees that no other Chief Restructuring Officer is or will be authorized
<br /> by it during the term of this Agreement to perform the same services on its behalf of the type which the CRO is
<br /> authorized to perform hereunder. No fee payable to any other financial advisor either by the Company or any other
<br /> entity shall reduce or otherwise affect the fees payable hereunder.
<br /> Section 9.Entire Agreement;Severability;Amendments;Assignments.This Agreement constitutes the entire
<br /> agreement among the parties hereto related to the subject matter hereof and supersedes all prior agreements or
<br /> understandings related to the subject matter hereof. If any provision of this Agreement is determined to be invalid,
<br /> unlawful or unenforceable in any respect, such determination shall not affect such provision in any other respect or
<br /> any other provision of this Agreement, which shall remain in full force and effect. This Agreement may not be
<br /> amended or otherwise modified or waived except by an instrument in writing duly executed by the CRO,Cambio and
<br /> the Company.No waiver by either party of any provision hereof shall be taken or held to be a waiver of any subsequent
<br /> breach thereof. This Agreement may not be assigned by either party without the prior written consent of the other
<br /> party. This Agreement shall be binding upon and inure to the benefit of the Company, the CRO, Cambio, each
<br /> Indemnified Person (as defined in Schedule I hereto) and their respective permitted successors and assigns, and no
<br /> other person or persons shall have the right to enforce the provisions hereof.
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