Common use of Confidentiality/Company Property Clause in Contracts

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.D:

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors will reveal its existence or contents to anyone else. The Employee Executive shall not, without the prior written consent of AIGthe Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below)) except while employed by the Company, in furtherance of the business of and for the benefit of the Company or its affiliates, or any “Personal Information” (as 12 defined below); provided that the Employee Executive may disclose Confidential Information or Personal Information such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIGthe Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee Executive to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee Executive is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee Executive shall (if permitted to do so by applicable law): (ai) Promptly promptly notify AIG the Company of such order; , (bii) At at the written request of AIGthe Company, diligently contest such order at the sole expense of AIG; and the Company as expenses occur, and (ciii) At at the written request of AIGthe Company, seek to obtain, at the sole expense of AIGthe Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein For purposes of this Section 13(d), (i) “Confidential Information” shall prevent Employee from making mean non-public information concerning the financial data, strategic business plans, product development (or publishing any truthful statement without prior notice other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of the Company or its affiliates or customers, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) and (ii) “Personal Information” shall mean any governmental authorityinformation concerning the personal, regulatory agency social or self-regulatory organizationbusiness activities of the officers, directors, principals, shareholders, agents and employees of the Company or in connection with any investigation by the Companyits affiliates. Upon termination of Executive’s employment with the Termination Date the Employee Company and its affiliates, Executive shall return AIG all Company property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.D:.

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may many disclose the contents of Section X.A IX.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys attorneys, or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information Information, or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making statements (a) when required by law, subpoena, or publishing court order, (b) in the course of any truthful statement without prior notice to the Company legal, arbitral, or regulatory proceeding, (c) to any governmental authority, regulatory agency or self-regulatory organization, organization or (d) in connection with any investigation by the CompanyAIG. Upon the Termination Date the Employee shall shall, except as otherwise set forth in the Transition Letter Agreement, return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.DIX.D:

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A XIII.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, Government Agencies (including as set forth in Section VII), governmental authorities or as may be legally requiredrequired until such time as the Agreement enters the public domain through no fault or act of the Employee, and further agrees to use the Employee’s best efforts to ensure that none of the Employee’s immediate family, attorneys attorneys, or tax and financial advisors will reveal its existence or contents to anyone elseelse until such time as the Agreement enters the public domain through no fault or act of the Employee. The Except as set forth in Section VII, the Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); below); provided that the Employee may disclose Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order;order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein or otherwise shall prevent the Employee from communicating directly with and providing information, including documents, not otherwise protected from disclosure by any applicable law or privilege to any Government Agency without disclosure to the Company (as set forth in Section VII), or from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company, or where a prohibition or limitation on such disclosures is unlawful. Upon the Termination Date Separation Date, the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.DXIII.D:

Confidentiality/Company Property. The Employee acknowledges that (a) Consultant shall keep confidential the disclosure existence of this Agreement Agreement, its terms, contents, conditions, proceedings and negotiations, he will make no statements or any of the terms hereof could prejudice AIG and would be detrimental representations relating thereto, except to AIG’s continuing relationship with its employees. Accordinglyhis attorney or tax advisor, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (excepthis spouse, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may otherwise be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys allowed or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order;. (b) At Consultant shall not, at any time during or after the written request Consulting Period, make use of AIGor disclose, diligently contest directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or (ii) other technical, business, proprietary or financial information of the Company not available to the public generally or to the competitors of the Company (“Confidential Information”), except to the extent that such Confidential Information (A) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of Consultant, (B) is required to be disclosed by any law, regulation or order at of any court or regulatory commission, department or agency, provided that Consultant gives prompt notice of such requirement to the sole expense of AIG; andCompany to enable the Company to seek an appropriate protective order, or (C) is necessary to perform properly Consultant’s duties under this Agreement. (c) At Promptly following the written request earlier of AIGthe expiration of the Consulting Period or the termination of this Agreement by the Company or Consultant, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein Consultant shall prevent Employee from making or publishing any truthful statement without prior notice surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which he may then possess or have under his control (together with all copies thereof). (d) Consultant acknowledges that this Paragraph 9 is a separate agreement, and the Company is granted the right of specific performance to enforce the provisions of this Paragraph 9. Consultant also acknowledges that this Paragraph 9 is a material term of this Agreement and that its breach could result in damage to the Company that may be difficult to ascertain and that upon any governmental authority, regulatory agency or self-regulatory organization, such breach or in connection with reasonable anticipation of any investigation by such breach, the Company. Upon the Termination Date the Employee shall return AIG property, including, Company will be entitled to an order of any court of competent jurisdiction to enjoin such breach (without limitation, files, records, disks and any media containing Confidential Information posting a bond or Personal Information. For purposes of this Section X.D:other security).

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG TRH and would be detrimental to AIGTRH’s continuing relationship with its employees. Accordingly, unless and until this Agreement (or the Transition Agreement) is publicly filed, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose or the contents of Section X.A only, in connection with prospective employment) Transition Agreement to anyone other than the Employee’s immediate family, attorneys, attorneys or tax and financial advisors, governmental authorities advisors or as may be legally requiredprospective employers (solely to verify the terms of the restrictive covenants), and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors those individuals will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIGTRH, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIGTRH, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law):shall: (a) Promptly notify AIG TRH of such order; (b) At the written request of AIGTRH, diligently contest such order at the sole expense of AIGTRH; and (c) At the written request of AIGTRH, seek to obtain, at the sole expense of AIGTRH, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG TRH property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information; provided that the Employee shall be permitted to retain the information and materials as permitted pursuant to the Transition Agreement. For purposes of this Section X.D:IX.D.

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, attorneys or tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors those individuals will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information, Personal Information or Personal Information information about the existence or content of this Agreement when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law):shall: (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.DIX.D:

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof prior to it being publicly filed by AIG could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees prior to it being publicly disclosed by AIG not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, attorneys or tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors those individuals will reveal its existence or contents to anyone else. The contents may also be disclosed to taxing authorities. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information, Personal Information or Personal Information information about the existence or content of this Agreement when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law):shall: (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information, but may retain his rolodex and other address books to the extent they contain contact information only. For purposes of this Section X.D:

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors will reveal its existence or contents to anyone else. The Employee Executive shall not, without the prior written consent of AIGthe Company, during and after his employment with the Company use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below)) except while employed by the Company, in furtherance of the business of and for the benefit of the Company, or any “Personal Information” (as 12 defined below); provided that the Employee Executive may disclose Confidential Information or Personal Information such information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIGthe Company and/or its affiliates, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee Executive to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee Executive is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee Executive shall (if permitted to do so by applicable law): (ai) Promptly promptly notify AIG the Company of such order; , (bii) At at the written request of AIGthe Company, diligently contest such order at the sole expense of AIG; and the Company as expenses occur, and (ciii) At at the written request of AIGthe Company, seek to obtain, at the sole expense of AIGthe Company, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein For purposes of this Section 10(c), (i) “Confidential Information” shall prevent Employee from making mean non-public information concerning the financial data, strategic business plans, product development (or publishing any truthful statement without prior notice other proprietary product data), customer lists, marketing plans and other non-public, proprietary and confidential information relating to the business of the Company or customers, that, in any case, is not otherwise available to the public (other than by Executive’s breach of the terms hereof) and (ii) “Personal Information” shall mean any governmental authorityinformation concerning the personal, regulatory agency social or self-regulatory organization, business activities of the officers or in connection with any investigation by directors of the Company. Upon termination of Executive’s employment with the Termination Date the Employee Company, Executive shall return AIG all Company property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.D:.

Confidentiality/Company Property. The Employee acknowledges that the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, until AIG publicly discloses this Agreement by a filing with the SEC or otherwise, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneysattorneys or tax advisors or prospective employers, tax and financial advisorsbusiness associates, governmental authorities partners or as may be legally requiredinvestors, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors those individuals will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information information about the existence or content of this Agreement when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such informationinformation or in order to enforce this Agreement or any other agreement with AIG; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law):shall: (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information Information. Notwithstanding the foregoing, the Employee shall be entitled to retain (i) personal diaries, personal calendars, personal phone books and personal correspondence (in each case so long as such property does not contain other Confidential Information); (ii) information showing his compensation or Personal relating to reimbursement of expenses (so long as it does not contain other Confidential Information); and (iii) copies of plans, programs and agreements relating to the Employee’s employment, or termination thereof, with AIG. For purposes of this Section X.DIX.D:

Confidentiality/Company Property. The Employee acknowledges that, except to the extent that the terms hereof shall otherwise be or have been disclosed publicly by AIG, the disclosure of this Agreement or any of the terms hereof could prejudice AIG and would be detrimental to AIG’s continuing relationship with its employees. Accordingly, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (except, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s commercially reasonable best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order; (b) At the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and any media containing Confidential Information or Personal Information. For purposes of this Section X.D:

Confidentiality/Company Property. The Employee acknowledges You acknowledge that you have had and will have access to non-public confidential and proprietary information and business methods relating to the Company’s business and operations (“Confidential Information”) and that the disclosure of this Agreement or any Company would be irreparably injured and the goodwill of the terms hereof could prejudice AIG and Company would be detrimental irreparably damaged if you were to AIG’s continuing relationship breach the covenants set forth in this paragraph. In accordance with its employees. Accordinglyapplicable law and in addition to any other rights and remedies provided herein, the Employee agrees Company shall be entitled to seek equitable relief by way of an injunction or otherwise for any such breach. During the term of employment and for a three year period thereafter, you will not to discuss or divulge either the existence or contents of this Agreement (excepta) publish, if requireddisclose, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, usedisseminate, divulge, disclose discuss, copy or make accessible otherwise use or suffer to any other personbe used, firm, partnership, corporation directly or other entityindirectly, any “Confidential Information” (as defined below)Information respecting any aspect of the Company’s business, except to the Company or its managers, officers, employees, or consultants in providing services to or on behalf of the Company, or (b) use any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information that is detrimental to the Company, except in the course of providing services to or Personal Information when required on behalf of the Company. All documents, including electronically encoded documents and equipment relating to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIGthe Company and its affiliates, whether prepared by you or otherwise coming into your possession during the term of employment, are and shall remain the exclusive property of the Company or its affiliates (as applicable). Upon termination of employment, any documents and equipment that are removed must be returned promptly to the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order; (b) At Company upon the written request of AIG, diligently contest such order at the sole expense of AIG; and (c) At the written request of AIG, seek to obtain, at the sole expense of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such order. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice to the Company to any governmental authority, regulatory agency or self-regulatory organization, or in connection with any investigation by the Company. Upon Notwithstanding the Termination Date above, Company and you acknowledge and agree that the Employee obligations set out in this paragraph shall return AIG propertynot apply to any portion of Company Confidential Information which: (A) was at the time of disclosure to you part of the public domain by publication or otherwise; or (B) became part of the public domain after disclosure to you by publication or otherwise, includingexcept by breach of this Agreement; or (C) was already properly and lawfully in your possession at the time it was received from the Company; or (D) was or is lawfully received by you from a third party who was under no obligation of confidentiality with respect thereto; or (E) is required to be disclosed by law, regulation or judicial or administrative process, provided that all available legal remedies have been exhausted and written advance notice of such action was timely given to Company. Termination: Your employment contemplated hereunder will automatically terminate in the event of your death or Disability. Subject to any obligations set forth herein, Employer may terminate your employment hereunder at any time, with or without Cause upon sixty (60) days prior written notice. This Agreement shall in all respects be governed and construed in accordance with the laws of the State of California, including all matters of construction, validity and performance, without limitationregard to conflicts of law principles. This Agreement contains the entire agreement with regard to your employment, filesand supersedes and replaces any prior agreements as to those matters, recordswhether oral or written, disks other than as provided in this Agreement. This Agreement may not be changed or modified, in whole or in part, except by an instrument in writing signed by you and the Board. If the terms set forth in this Letter Agreement are acceptable, please acknowledge your acceptance and agreement to be bound by the terms of this Letter Agreement by executing below and returning a signed copy of this Letter Agreement to the undersigned prior to the revocation of this Letter Agreement by the Employer. In the event of any conflict in terms between this Letter Agreement and any media containing Confidential Information other agreement or Personal Information. For purposes Company policy, the terms of this Section X.DLetter Agreement shall prevail and govern. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Letter Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy. On behalf of the entire leadership team at The Parent Company, we look forward to your acceptance of this Letter Agreement and the opportunity to work together. Best regards, /s/ Xxxxxxx Xxxxxxxx Authorized Signatory, The Parent Company (TPCO Holdings Corp) Position: Chairperson of the Board Your signature below verifies your acceptance of this Letter Agreement and agreement with the terms herein: /s/ Xxxx Xxxxxxx Signature, Xxxx Xxxxxxx Date: 08/11/2021 At or before the Effective Date, you will be granted (under the Plan) a USD$ 3,000,000 “Initial Award” through restricted stock units of the Company (“RSUs”), which will vest as follows:

Confidentiality/Company Property. The Employee acknowledges that (a) Consultant shall keep confidential the disclosure existence of this Agreement Agreement, its terms, contents, conditions, proceedings and negotiations, he will make no statements or any of the terms hereof could prejudice AIG and would be detrimental representations relating thereto, except to AIG’s continuing relationship with its employees. Accordinglyhis attorney or tax advisor, the Employee agrees not to discuss or divulge either the existence or contents of this Agreement (excepthis spouse, if required, Employee may disclose the contents of Section X.A only, in connection with prospective employment) to anyone other than the Employee’s immediate family, attorneys, tax and financial advisors, governmental authorities or as may otherwise be legally required, and further agrees to use the Employee’s best efforts to ensure that none of Employee’s immediate family, attorneys allowed or tax and financial advisors will reveal its existence or contents to anyone else. The Employee shall not, without the prior written consent of AIG, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity, any “Confidential Information” (as defined below), or any “Personal Information” (as 12 defined below); provided that the Employee may disclose Confidential Information or Personal Information when required to do so by a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of AIG, as the case may be, or by any administrative body or legislative body (including a committee thereof) with jurisdiction to order the Employee to divulge, disclose or make accessible such information; provided, further, that in the event that the Employee is ordered by a court or other government agency to disclose any Confidential Information or Personal Information, the Employee shall (if permitted to do so by applicable law): (a) Promptly notify AIG of such order;. (b) At Consultant shall not, at any time during or after the written request Consulting Period, make use of AIGor disclose, diligently contest directly or indirectly, any (i) trade secret or other confidential or secret information of Xxxxxxxx or (ii) other technical, business, proprietary or financial information of Xxxxxxxx not available to the public generally or to the competitors of Xxxxxxxx (“Confidential Information”), except to the extent that such Confidential Information (A) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of Consultant, (B) is required to be disclosed by any law, regulation or order at the sole expense of AIG; andany court or regulatory commission, department or agency, provided that Consultant gives prompt notice of such requirement to Xxxxxxxx to enable Xxxxxxxx to seek an appropriate protective order, or (C) is necessary to perform properly Consultant’s duties under this Agreement. (c) At Promptly following the written request earlier of AIGthe expiration of the Consulting Period or the termination of this Agreement by Xxxxxxxx or Consultant, seek Consultant shall surrender to obtainXxxxxxxx all records, at memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which he may then possess or have under his control (together with all copies thereof). (d) Consultant acknowledges that this Paragraph 7 is a separate agreement, and the sole expense Company is granted the right of AIG, such confidential treatment as may be available under applicable laws for any information disclosed under such orderspecific performance to enforce the provisions of this Paragraph 7. Nothing herein shall prevent Employee from making or publishing any truthful statement without prior notice Consultant also acknowledges that this Paragraph 7 is a material term of this Agreement and that its breach could result in damage to the Company that may be difficult to ascertain and that upon any governmental authority, regulatory agency or self-regulatory organization, such breach or in connection with reasonable anticipation of any investigation by such breach, the Company. Upon the Termination Date the Employee shall return AIG property, including, without limitation, files, records, disks and Company will be entitled to an order of any media containing Confidential Information or Personal Information. For purposes court of this Section X.D:competent jurisdiction to enjoin such breach.