Non-Disclosure Agreement - Vista Global - Vista Global

Non-Disclosure Agreement

I am hereby being granted access to the documents and information contained this website (https://www.vistaholding.local/investors, hereafter referred as the “Investor Site”) in order to review certain confidential information concerning Vista Global Holding Limited and any/all of its affiliates (collectively, the “Company”), including but not limited to VistaJet Malta Finance P.L.C. (“Vista Malta”) and XO Management Holding, Inc. (together with Vista Malta, the “Issuers”). I understand and acknowledge that my access to this Investor Site is subject to the following conditions:

  1. Confidentiality
    1. All of the information contained on this Investor Site constitutes Confidential Information as defined in paragraph 1.7 hereof.
    2. I will use this information exclusively for the purpose of determining the value and prospects of a debt or equity investment in the Company and hence I will treat all this information in confidence and will not disclose any of the information to others except as hereinafter outlined.
    3. I will not without the prior written consent of the Company, directly or indirectly, disclose any of Confidential Information, in whole or in part, to any person, except to my professional advisers, officers, agents, or employees, who are reasonably required to see and use it, for the purposes of determining the value and prospects of any investment in the Company, in which case I will procure that any such advisers, officers, agents, or employees, to whom any of the Company’s Confidential Information is disclosed, are aware of the confidential nature of the Confidential Information and of my obligations in its regard;
    4. I will immediately notify the Company in the event of any unauthorised use or disclosure of the Confidential Information;
    5. I will not attempt to circumvent any of the security features of the Investor Site, and will not enable or allow others to access the Investor Site using its authorisation to the Investor Site.
    6. If I am obliged by law to disclose any of the Confidential Information, I am not hereby prohibited from complying with that legal obligation, but any such disclosure shall not of itself prevent the information from continuing to constitute Confidential Information. Upon becoming aware of any legal requirement for such disclosure, I will promptly notify the Company, in writing, as soon as is practicable and, if required by the Company, will assist it to oppose the disclosure or take other action in relation to the disclosure.
    7. For the purposes herein, “Confidential Information” means any and all information relating to the organisation, business and/or intellectual property rights which might fairly be considered to be of a confidential nature, including (but not limited to) the details of corporate strategy, designs, prices, policies (legal, commercial, financial), the negotiation of partnerships, whether domestic or international business, affairs, customers, products, developments, operations, processes, trade secrets, design rights, know-how and personnel of the Company.
  2. Intellectual Property
    1. I am aware that the content found on this Investor Site is the property of the Company and is protected by copyright.
    2. I may only view, download, scan, copy, print or otherwise capture any of the information contained on the Investor Site in so far as the view, print or download capability has been enabled as indicated by the Investor Site index and only to the extent that it is strictly required for the purposes of its evaluation by me or any of the authorised persons as outlined in paragraph 1.3 hereof;
    3. I may not transmit, amend, reproduce or redistribute in any form whatsoever, Confidential Information contained on this Investor Site, without the prior written consent of the Company.
  3. Liability of the Company for Accuracy of Information and Investment Decisions
    1. I understand and acknowledge that the information on this Investor Site is provided for general information purposes only and only as of its respective date and is not intended to provide legal or other professional advice, nor does it commit the Company to any obligation whatsoever, including any obligation to update or correct the information on this Investor Site.
    2. I understand and acknowledge that the Company is making no representations or warranties, express or implied, as to the accuracy or completeness of the information, and that the Company accepts no responsibility for any direct, indirect or consequential loss or damage which may arise from reliance on information contained in this Investor Site.
  4. Other Agreements
    1. I am: (i) a holder or beneficial owner of the 10.500% Senior Notes due 2024 of the Issuers (the “Notes”), (ii) a prospective purchaser of the Notes that is a “qualified institutional buyer” (a “QIB”) as defined under Rule 144A under the Securities Act of 1933 (the “Securities Act”) and am aware that any sale of the Notes to me will be made in reliance on Rule 144A and the acquisition of the Notes will be for my own account or for the account of another QIB, (iii) a prospective purchaser of the Notes purchasing the Notes in an offshore transaction in accordance with Regulation S and am not a U.S. person and am not purchasing for the account or benefit of a U.S. person (as such term is defined in Rule 902 under the Securities Act, (iv) a securities analyst that provides analysis of investment in the Notes, (v) a market maker for the Notes, or (vi) a fiduciary or agent for one or more investor accounts where: (a) each such account is a person described in (i), (ii) or (iii) above, (b) I have investment discretion with respect to each account and (c) I have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.
    2. I agree that my undertaking herein is without prejudice to any obligations of confidentiality resulting from any non-disclosure agreement or confidentiality agreement concluded with the Company.
    3. I understand and acknowledge that some or all of the Confidential Information provided on this Investor Site is, or may be, price-sensitive information and that the use of such Confidential Information may be regulated or prohibited by applicable legislation including securities laws relating to insider dealing and market abuse and each recipient undertakes not to use any Confidential Information for any unlawful purpose or in any unlawful manner.
  5. Governing Law and Jurisdiction
    1. I understand and acknowledge that anything contained herein shall be governed by and construed in accordance with the laws of England and Wales and that any disputes arising out of or in connection therewith will be referred to and finally resolved by the courts of England and Wales.

By using the Investor Site, I acknowledge that I have read and understood the above conditions, and furthermore, that I agree to be bound thereby.