Sentinel Capital Partners, L.L.C.
330 Madison Ave., 27th Floor
New York, NY 10017
August 10, 2021
In connection with the election and appointment of each of Owen Basham and James Coady (the Investor Directors) to the Board of Directors (the Board) of Holley Inc. (Holley or the Company), such Investor Directors may Receive (as defined below) in the course of their service as a director of the Company, certain nonpublic, confidential and/or proprietary information concerning Holley, referred to herein as Confidential Information (as defined below), and in connection with such service, each such Investor Director desires to provide to or discuss with Sentinel Capital Partners, L.L.C. (Investor) and the Investors Representatives (as defined below) portions of the Confidential Information, subject to the terms hereof. As a condition to the Companys willingness to permit each such Investor Director to share Confidential Information with the Investor, the Investor agrees that all Confidential Information that is Received by it or its Representatives shall be treated in accordance with this Confidentiality Agreement (this Agreement).
1. Certain Definitions. As used in this Agreement:
(a) Affiliate means, with respect to any Person (as defined below), any other Person that is directly or indirectly Controlling, Controlled by, or under common Control with such Person, where Control and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. It is agreed that any business entity of which any Investor Director is a member of the board of directors (or similar governing body) shall not be deemed to be an Affiliate of the Investor or its Affiliates solely due to such relationship.
(b) Confidential Information means all information, data, documents, agreements, files and other materials, as well as the views, opinions, plans or strategy of the Board (collectively, Information), concerning Holley or any of its subsidiaries or Affiliates, whether in verbal, visual, written, electronic or other form, which is made available to the Investor or any of its Representatives by or on behalf of any of the Investor Directors, after the date hereof, to the extent that such Information was Received by any such Investor Director (Primary Information), together, in each case, with all notes, memoranda, summaries, analyses, studies, compilations, reports, forecasts, studies, samples and other writings or documents relating to or based upon Primary Information prepared by Investor or any of its Representatives. Notwithstanding the foregoing, the term Confidential Information shall not include information that Investor can reasonably demonstrate (i) was in the possession of Investor prior to receipt by any such Investor Director; (ii) was independently developed by Investor without use of Confidential Information; (iii) is now, or hereafter becomes, available to the public other than as a result of disclosure by an Investor Director, Investor or any of its Representatives prohibited by this Agreement (provided that any disclosure by Investor or any of its Representatives to which the Company consents in writing in advance shall be deemed to not be prohibited by this Agreement); (iv) becomes available to Investor or any of its Representatives on a non-confidential basis from a source other than Investor Director, Holley or any of its Representatives and such source is not, to the knowledge of Investor following reasonable inquiry, (1) under any obligation to Holley or any of its Representatives to keep such information confidential or (2) otherwise prohibited from transmitting such information by a contractual, legal or fiduciary obligation; or (v) is disclosed as provided in Section 2(c).