CONFIDENTIALITY AGREEMENT
By clicking the button granting you access to the Tender Offer Memorandum, you
acknowledge that the Evaluation Materials (as defined below) are the proprietary and
confidential information of Hybar LLC (the “Company”) and/or its affiliates, related parties,
current and prospective business partners and other entities (collectively with the Company, the
“Covered Parties”), and you agree to advise your directors, officers, employees, agents,
affiliates and advisers, including, without limitation, your attorneys, accountants, professional
consultants, valuation experts, pricing services, and investment bankers (with respect to any
person, the foregoing persons are hereinafter referred to as such person’s “Representatives”)
who are provided any Evaluation Materials of their confidential nature and that such Evaluation
Materials are subject to this confidentiality agreement (this “Agreement”). Notwithstanding the
foregoing, by accepting the terms of this Agreement, the party accepting these terms is not
obligated to undertake any monitoring or enforcement activities with respect to any of its
Representatives.
In addition, by accepting this Agreement, you represent to the Company that you are, or
are an advisor to, a holder of the Arkansas Development Finance Authority Industrial
Development Revenue Bonds (Hybar Steel Project), Series 2023A (Tax-Exempt) (Green
Bonds—Climate Bond Certified) (the “Series 2023A Bonds”), which the Company is offering to
purchase for (i) Arkansas Development Finance Authority Industrial Development Revenue
Bonds (Hybar Steel), Series 2023A Exchange (Tax-Exempt) (Green Bonds—Climate Bond
Certified) (the “Series 2023A Exchange Bonds”) or (ii) cash, and/or a holder of the Arkansas
Development Finance Authority Industrial Development Revenue Bonds (Hybar Steel Project),
Series 2023B (Taxable – Convertible to Tax-Exempt) (Green Bonds—Climate Bond Certified)
(the “Series 2023B Bonds” and, together with the Series 2023A Bonds, the “Existing Bonds”),
which the Company is offering to purchase for (i) Arkansas Development Finance Authority
Industrial Development Revenue Bonds (Hybar Steel), Series 2023B Exchange (Tax-Exempt)
(Green Bonds—Climate Bond Certified) (the “Series 2023B Exchange Bonds” and, together
with the Series 2023A Exchange Bonds, the “Bonds”) or (ii) cash. In connection with the receipt
of the Evaluation Materials, you represent that you have no intent to, and will not, provide
information gained through such access to a competitor of the Company, except as may be
required by applicable law. Additionally, you represent that you will comply in all material
respects with applicable law, including any laws relating to the use and publication of the
Evaluation Materials.
The information furnished to you pursuant to this Agreement, together with any analyses,
compilations, studies or other documents prepared by you or your Representatives that
reproduce, in whole or in part, such information furnished to you or your Representatives is
collectively referred to as the “Evaluation Materials.” Notwithstanding the foregoing, the term
Evaluation Materials does not include information that (i) was or becomes generally available to
the public, either through the Electronic Municipal Market Access (“EMMA”) website or
otherwise, other than as a result of a disclosure by you or your Representatives in violation of
this Agreement, (ii) was or becomes available to you on a non-confidential basis from a source
other than the Covered Parties or their Representatives, provided that such source was not known
by you or your Representatives to be bound by any agreement to keep such information
confidential or (iii) the Company or any other Covered Party has specifically marked or
otherwise designated in writing as not being confidential.
In connection with such Evaluation Materials, you hereby agree that, you shall keep all
such Evaluation Materials confidential and not disclose any Evaluation Materials to any third
party, except that disclosure of Evaluation Materials shall be permitted if such disclosure (i) has
been consented to in writing by the Company, (ii) is required by law, or otherwise requested
pursuant to or by any regulation, regulatory authority, stock exchange rule or other applicable
judicial or governmental order (collectively, the “Regulatory Parties”) or (iii) is made to your
Representatives who need to know such information for the purpose of reviewing, assessing and
advising you with respect to potentially purchasing, selling or continuing to hold the Bonds (it
being understood that such Representatives shall have been advised of this Agreement).
Notwithstanding the foregoing, nothing herein contained shall be construed so as to prevent any
advisor to a holder of the Existing Bonds from disclosing information to clients, client
representatives or similar parties holding an interest (beneficial or otherwise) in the Existing
Bonds or the Bonds.
To view the investor presentation associated with the Bonds, please see https://www.munios.com
The Company acknowledges and agrees with you that the confidential nature and
treatment of all of the Evaluation Materials will expire upon the date on which the information in
the Evaluation Materials is otherwise made public (the “Expiration”).
IF YOU ARE NOT PREPARED TO ACCEPT THE TERMS SET FORTH ABOVE, YOU MUST EXIT THIS PAGE. BY CLICKING ON THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.