Common use of Nondisclosure Clause in Contracts

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that The Company shall, immediately after executing this Agreement, provide Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, all information: that is non-public or proprietary to the Company, or its affiliates including, but not limited to, information relating concerning its business activities including, but not limited to, the present marketing and administration of certain insurance business and processes, including but not limited to (i) any and all information concerning non-standard automobile insurance business, financial information, administrative procedures, pricing methods and policies, client lists and information, business operations and marketing strategies, claims and underwriting procedures and guidelines, claims and underwriting files, utilization review and manuals, data format, data gathering retrieval systems and methods, (ii) existing ideas about current and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”)future services. Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 7 and under Section 10 8; or (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the CompanyCompany and thereafter. Executive further agrees that Executive he shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company, except as Executive may be required by Court Order. If such Court Order is issued, Executive shall inform the Company a reasonable time prior to compliance. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within seventy-two (72) hours) after the Date termination or expiration of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, for any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samereason.

Nondisclosure. (a) It Executive hereby acknowledges that in connection with his employment by Employer he will be exposed to and may obtain certain information (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is understood made, developed or compiled by Executive or otherwise has been or is made available to him) regarding the business and operations of Employer and its subsidiaries or affiliates. Executive further acknowledges that Executive during his tenure with the Company has received such information and will continue to receive access to some or all of the Company’s various procedures are unique, valuable, considered trade secrets and confidential or deemed proprietary informationby Employer. For purposes of this Agreement, including such information he has and procedures shall be referred to as “Confidential Information,” except that the following shall not received before, consisting of, but not limited to, information relating to be considered Confidential Information: (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, disclosed on a non-confidential basis, from a source other than the Company or basis to third parties by Employer (3) but not by Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case violation of clause (3this Agreement), Executive gives the Company(ii) information released from confidential treatment by written consent of Employer, and (iii) information lawfully available to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Informationgeneral public. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall Information is and will remain the exclusive property of the Company during Executive’s employment with the CompanyEmployer. Executive further agrees that Executive shall notagrees, except for the benefit duration of the Company pursuant Term and thereafter, to hold in the strictest confidence all Confidential Information, and not to, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any person or entity any portion of the Confidential Information or use any Confidential Information for his own benefit or profit or allow any person, entity or third party, other than Employer and authorized Executives of the same, to use or otherwise gain access to any Confidential Information. (c) It is the intention of the parties that to the exercise extent any Confidential Information may constitute a “trade secret” as defined by Texas common law, then, in addition to the remedies set forth in this Agreement, Employer may elect to bring an action against Executive in the case of his duties in accordance with this Agreement any actual or with the prior written consent threatened misappropriation of the Company, use or disclose to any third party such trade secret by Executive. (d) Regardless of whether any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) items set forth in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in Section 8 and this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of Section 9 constitute a trade secret as defined by Texas common law, Executive expressly recognizes and agrees that the restrictions contained in Section 8 of this Agreement and this Section 9 represent a reasonable and necessary protection of the legitimate interests of Employer, that his failure to observe and comply with his covenants and agreements in those Sections will cause irreparable harm to Employer, that it is made (i) (A) in confidence and will continue to federal, state or local government officials, directly or indirectly, or be difficult to an attorneyascertain the harm and damages to Employer that such a failure by Executive could cause, and (B) that a remedy at law for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall such failure by Executive will be deemed to be amended to reflect the sameinadequate.

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during his tenure with Except as required in the Company has received and will continue to receive access to some or all faithful performance of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, duties hereunder or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to Section 7.3, the exercise of his duties in accordance with this Agreement or with Executive shall, during the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information Term and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing , maintain in this Agreement will precludeconfidence and shall not directly or indirectly, prohibit use, disseminate, disclose or restrict Executive from (i) communicating withpublish, or use for her benefit or the benefit of any Person, any federal, state confidential or local administrative proprietary information or regulatory agency trade secrets of or authority, including but not limited relating to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this AgreementCompany, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided with respect to the SECCompany’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Executive does The Executive’s obligation to maintain and not need use, disseminate, disclose or publish, or use for her benefit or the prior authorization benefit of anyone at any Person any Proprietary Information after the Date of Termination shall continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding anything herein to make any such reports the contrary, during the Term and following the Date of Termination, each of the Executive and the Company shall retain the right to use the seven “Foundation Principles” described in the Company’s news release, dated as of January 10, 2005, (with “Communication Is Leadership” having been added in 2008) without payment of royalties or disclosuresother consideration, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing nothing in this Agreement or shall have any other agreement or policy effect on the ownership of such Foundation Principles as of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the sameEffective Date.

Nondisclosure. (a) It is understood that Executive during his tenure with Except as required in the Company has received and will continue to receive access to some or all faithful performance of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, duties hereunder or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to Section 7.3, the exercise of his duties in accordance with this Agreement or with Executive shall, during the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information Term and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing , maintain in this Agreement will precludeconfidence and shall not directly or indirectly, prohibit use, disseminate, disclose or restrict Executive from (i) communicating withpublish, or use for her benefit or the benefit of any Person, any federal, state confidential or local administrative proprietary information or regulatory agency trade secrets of or authority, including but not limited relating to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this AgreementCompany, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided with respect to the SECCompany’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Executive does The Executive’s obligation to maintain and not need use, disseminate, disclose or publish, or use for her benefit or the prior authorization benefit of anyone at any Person any Proprietary Information after the Date of Termination shall continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding anything herein to make any such reports the contrary, during the Term and following the Date of Termination, each of the Executive and the Company shall retain the right to use the seven “Foundation Principles” described in the Company’s news release, dated as of January 10, 2005 (with “Communication Is Leadership” having been added in 2008), without payment of royalties or disclosuresother consideration, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing nothing in this Agreement or shall have any other agreement or policy effect on the ownership of such Foundation Principles as of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the sameEffective Date.

Nondisclosure. (a) It is understood that The Company shall provide Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to to: (ia) business operations and methods, ; (iib) existing and proposed investments and investment strategies, ; (iiic) financial performance; (d) compensation, (iv) compensation severance arrangements and amounts (whether relating to the Company or to any of its employees, including Executive), ; (ve) contractual relationships, relationships (viincluding the terms of this Agreement); (f) business partners and relationships; (g) limited partners and prospective limited partners of the Company’s funds; (h) marketing strategies; (i) intellectual property and technology, software, systems, methods, apparatuses, inventions, discoveries, improvements, designs, techniques, code, procedures, development tools, formulas, research, developments, objects, agents and components thereof, subroutines and other programs and (viij) marketing strategies lists with information related to existing or prospective customers, partners or investors, including, but not limited to particular investments, investment strategies, investment patterns and amounts (all of the forgoingcollectively, “Confidential Information”). Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 7 and under Section 10 or 8; (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company ; or (3iii) information that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3iii), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possessionpossession prior to or during the term of Executive’s employment by the Company, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company Company, except as permitted by the Company, or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within twenty-four (24) hours) after the Date of Terminationtermination date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to shall, immediately upon executing this Agreement, receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 14 and under Section 10 15 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 14 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during his tenure with Except as required in the Company has received and will continue to receive access to some or all faithful performance of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, duties hereunder or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to Section 7.3, the exercise of his duties in accordance with this Agreement or with Executive shall, during the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information Term and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing , maintain in this Agreement will precludeconfidence and shall not directly or indirectly, prohibit use, disseminate, disclose or restrict Executive from (i) communicating withpublish, or use for his benefit or the benefit of any Person, any federal, state confidential or local administrative proprietary information or regulatory agency trade secrets of or authority, including but not limited relating to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this AgreementCompany, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided with respect to the SECCompany’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any Person any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. Executive does The Executive’s obligation to maintain and not need use, disseminate, disclose or publish, or use for his benefit or the prior authorization benefit of anyone at any Person any Proprietary Information after the Date of Termination shall continue so long as such Proprietary Information is not, or has not by legitimate means become, generally known and in the public domain (other than by means of the Executive’s direct or indirect disclosure of such Proprietary Information) and continues to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein is important, material and affects the successful conduct of the businesses of the Company (and any successor or assignee of the Company). Notwithstanding anything herein to make any such reports the contrary, during the Term and following the Date of Termination, each of the Executive and the Company shall retain the right to use the seven “Foundation Principles” described in the Company’s news release, dated as of January 10, 2005, (with “Communication Is Leadership” having been added in 2008) without payment of royalties or disclosuresother consideration, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing nothing in this Agreement or shall have any other agreement or policy effect on the ownership of such Foundation Principles as of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the sameEffective Date.

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to shall, immediately upon executing this Agreement, receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 10 and under Section 10 11 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 10 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including including, but not limited to, information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: include information that (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2B) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3C) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of this clause (3C), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during and after Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the proper exercise of his duties in accordance with this Agreement or with the prior written consent of the CompanyBoard, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including together with all copies thereofthereof in any physical or electronic medium) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. Executive agrees to provide the Company with access to Executive’s personally-owned computer, server, e-mail system, mobile phone, portable electronic and other electronic devices for the purpose of verifying that Executive has complied with this Section 7(c). (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including including, but not limited to to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including including, but not limited to to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d7(d) shall be deemed to be amended to reflect the same.

Nondisclosure. During the Term and at any time thereafter, the Executive agrees to hold as a secret and confidential (aunless disclosure is required pursuant to court order, subpoena, in a governmental proceeding, arbitration, or pursuant to other requirement of law) It is understood that Executive during his tenure with any and all knowledge, technical information, business information, developments, and trade secrets, of the Company has received and will continue to receive access to some Group or all of the Company’s various trade secrets and confidential or proprietary informationits business, including information he has not received beforeincluding, consisting ofwithout limitation, but not limited to, information relating to (i) information or business operations secrets relating to the products, customers, business, or any of its respective clients, customers, consultants or licensees; and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to any of the Company Group’s customer lists, pricing and purchasing information or to any of its employees), policies (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoingcollectively, “Confidential Information”), of which he has acquired knowledge during or after his employment with the Company. Confidential Information The foregoing shall not include: (A) information that Executive may furnish apply to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1a) is general knowledge of Executive or information that becomes generally available was known to the public by means other than prior to its disclosure to the Executive’s breach ; (b) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of this Section 9 (for example, not as a result the Executive or any representative of the Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company ; or (3c) the Executive is required to disclose by applicable law, regulation, court order regulation or discovery demand to disclose; provided, however, legal process (provided that in the case of clause (3), Executive gives provides the Company, to the extent permitted by law, reasonable Company with prior notice prior to the disclosure of the Confidential Information contemplated disclosure and the reasons and circumstances surrounding such disclosure to provide cooperates with the Company an opportunity to seek at its expense in seeking a protective order or other appropriate request for confidential treatment protection of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Companysuch information). Executive further agrees that Executive shall notnot to use, except directly or indirectly, such Confidential Information for his own financial benefit or for the financial benefit of the Company pursuant to the exercise others and/or disclose any of his duties in accordance with this Agreement or with such Confidential Information without the prior written consent of the Company, use or disclose to any third party any . At the cessation of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, the Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to promptly return to the Company as soon as practicable after any and all written Confidential Information received from the Date Company which relates in any way to any of Termination. (d) Nothing the foregoing items covered in this Agreement will preclude, prohibit paragraph and to destroy any transcripts or restrict copies that the Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to may have of such Confidential Information unless an alternative method of disposition is approved by the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the sameCompany.

Nondisclosure. (a) It is understood that Executive during his tenure Except with the Company has received and will continue to receive access to some or all prior written consent of the Company’s various trade secrets and confidential Company ------------- in each instance or proprietary informationas may be reasonably necessary to perform the Executive's services hereunder, including information he has the Executive shall not received beforedisclose, consisting ofuse, but not limited topublish, information relating to (i) business operations and methodsor in any other manner reveal, (ii) existing and proposed investments and investment strategiesdirectly or indirectly, (iii) financial performanceat any time during or after the Term, (iv) compensation arrangements and amounts (whether any Confidential Information relating to the Company or to any Subsidiary or Affiliate thereof acquired by him prior to, during the course of, or incident to, his employment hereunder. "Confidential Information" shall mean (a) proprietary information, trade secrets and know-how of the Company and its employees)Affiliates in which one may obtain a legally protected interest, (vb) contractual relationshipsconfidential information relating to the business, (vi) business partners operations, systems, networks, services, pricing policies, marketing plans, product development plans and relationshipsinventions and research of the Company or its Affiliates, and (viic) marketing strategies (all confidential information relating to the financial affairs and results of operations and forecasts or projections of the forgoing, “Confidential Information”). Company and its Affiliates; provided that information shall not constitute Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that if it (1) is general knowledge of Executive or information that becomes generally available to the public known by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source persons other than the Company or its Affiliates, or (2) is known by persons other than the Company or its Affiliates by reason of the action of persons other than the Executive or any person acting at the Executive's direction or with the Executive's consent, or (3) is compelled to be disclosed by law or legal process. In the event Executive is required (by laworal questions, regulationinterrogatories, court order requests for information or discovery documents in legal proceedings, subpoenas, civil investigative demand or similar process) to disclose; provideddisclose any such Confidential Information, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to shall provide the Company an opportunity to with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate request for confidential treatment remedy and/or waive compliance with the provisions of this Section. If, in the applicable Confidential Information. (b) absence of such a protective order or other remedy or receipt of a waiver by the Company, the Executive agrees is nonetheless advised by his legal counsel that all he is legally compelled to disclose such Confidential Information, whether prepared by the Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (includingmay, without limitationliability hereunder, a monetary reward) for disclose only the portion of such confidential information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any which such reports or disclosures, and Executive counsel advises is not legally required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samedisclosed.

Nondisclosure. (a) It During the Employment Period, the Employee may become aware of information which is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and nonpublic, confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating in nature with respect to the Company or with respect to other companies, persons, entities, ventures or business opportunities in which the Company has, or, if it were disclosed to the Company, the Company might have, an interest ("Confidential Information"). During the Employment Period and thereafter, all Confidential Information will be kept strictly confidential by the Employee and the Employee shall not: (a) copy, reproduce, distribute or disclose any Confidential Information to any third party except in the course of its employees), his employment by the Company; (vb) contractual relationships, use any Confidential Information for any purpose other than in connection with his employment by the Company; or (vic) business partners and relationships, and (vii) marketing strategies (all of use any Confidential Information in any way that is detrimental to the forgoing, “Confidential Information”)Company. Confidential Information shall not includeinclude information which the Employee can demonstrate: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1a) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s by breach by the Employee of this Section 9 his agreement herein; (for example, not as a result of Executive’s unauthorized release of marketing materials), (2b) is in Executive’s possession, or becomes available required to Executive, on a non-confidential basis, from a source other than be disclosed by the Company or (3) Executive is required by law, regulation, court order or discovery demand Employee after due notice to disclose; provided, however, that in the case of clause (3), Executive gives the Company, pursuant to the extent permitted by obligations under law, reasonable notice regulation or court order; or (c) was prior to the disclosure Effective Date, or thereafter becomes, known to the Employee on a nonconfidential basis. Upon termination of the Employee's employment, he shall immediately return at Company's expense or destroy on request of Company's Counsel all Confidential Information and Information, including all notes, copies, reproductions, summaries, analyses, or extracts thereof, then in his possession. Such return or destruction shall not abrogate the reasons and circumstances surrounding such disclosure continuing obligations of the Employee under this Agreement. In the event that the Employee is requested or required (by interrogatories, request for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, he shall provide the Company an opportunity to with prompt written notice so that it may seek a protective order or other appropriate request for confidential treatment of remedy. In the applicable Confidential Information. (b) Executive agrees event such protection or other remedy is not obtained, the Employee shall furnish only that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any portion of the Confidential Information described hereinwhich he is advised by counsel agreed to by Company and Employee, at Company's expense, is legally required and shall exercise best efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information, but in no event shall Employee be required to withhold such Confidential Information if incarceration of Employee may result. The Employee agrees that until the expiration of two (2) years from the date of termination of his employment by the Company, regardless of the reason for termination, he will not without the prior written approval of the Company (i) in any manner acquire, agree to acquire or make any proposal to acquire, directly or indirectly, either during Executive’s employment with any securities, assets or property of the Company or at any time following the termination of Executive’s employment its subsidiaries, whether such agreement or proposal is with the Company. (c) Upon termination Employee or with a third party, other than shares of common stock he is entitled to acquire under the terms of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company Agreement or the business of the Company (including all copies thereof) in Executive’s possessionStock Option Plan or Equity Incentive Plan, custody or controlby inheritance, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner propose to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officialsenter into, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint any merger or other document filed in a lawsuit business combination involving the Company or other proceedingany of its subsidiaries, if filed under seal; or (iii) make, or in any way participate, directly or indirectly, in any "solicitation" or "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any of its subsidiaries, (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to any voting securities of the Company or any of its subsidiaries, (v) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of the Company, (vi) disclose any intention, plan or arrangement inconsistent with the foregoing or (vii) advise, encourage, provide assistance (including financial assistance) to or hold discussions with any other persons in connection with a lawsuit alleging retaliation for reporting a suspected violation any of lawthe foregoing. Employee may vote any stock owned by Employee, if filed under seal and either directly or indirectly, in any manner Employee chooses, as long as such voting right does not disclose violate any securities laws. The Employee hereby acknowledges that he is aware that the trade secretsecurities laws prohibit any person who has material, nonpublic information concerning the Company from purchasing or selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities. The obligations of the Employee stated in this paragraph shall, except pursuant where expressly limited as to a court order. The foregoing provisions regarding protected disclosures are intended time, continue without limit as to comply with all applicable laws. If any laws are adopted, amended or repealed after time and without regard to the execution employment status of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the sameEmployee.

Nondisclosure. (a) It is understood that Executive during his tenure Except with the Company has received and will continue to receive access to some or all prior written consent of the Company’s various trade secrets and confidential Company in each instance or proprietary informationas may be reasonably necessary to perform the Executive's services hereunder, including information he has the Executive shall not received beforedisclose, consisting ofuse, but not limited topublish, information relating to (i) business operations and methodsor in any other manner reveal, (ii) existing and proposed investments and investment strategiesdirectly or indirectly, (iii) financial performanceat any time during or after the Term, (iv) compensation arrangements and amounts (whether any Confidential Information relating to the Company or to any Subsidiary or Affiliate thereof acquired by him prior to, during the course of, or incident to, his employment hereunder. "Confidential Information" shall mean (a) proprietary information, trade secrets and know-how of the Company and its employees)Affiliates in which one may obtain a legally protected interest, (vb) contractual relationshipsconfidential information relating to the business, (vi) business partners operations, systems, networks, services, pricing policies, marketing plans, product development plans and relationshipsinventions and research of the Company or its Affiliates, and (viic) marketing strategies (all confidential information relating to the financial affairs and results of operations and forecasts or projections of the forgoing, “Confidential Information”). Company and its Affiliates; provided that not information shall constitute Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that if it (1) is general knowledge of Executive or information that becomes generally available to the public known by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source persons other than the Company or its Affiliates, or (2) is known by persons other than the Company or its Affiliates by reason of the action of persons other than the Executive or any person acting at the Executive's direction or with the Executive's consent, or (3) is compelled to be disclosed by law or legal process. In the event Executive is required (by laworal questions, regulationinterrogatories, court order requests for information or discovery documents in legal proceedings, subpoenas, civil investigative demand or similar process) to disclose; provideddisclose any such Confidential Information, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to shall provide the Company an opportunity to with prompt written notice of such requirement so that the Company may seek a protective order or other appropriate request for confidential treatment remedy and/or waive compliance with the provisions of this Section. If, in the applicable Confidential Information. (b) absence of such a protective order or other remedy or receipt of a waiver by the Company, the Executive agrees is nonetheless advised by his legal counsel that all he is legally compelled to disclose such Confidential Information, whether prepared by the Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (includingmay, without limitationliability hereunder, a monetary reward) for disclose only that portion of such confidential information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any which such reports or disclosures, and Executive counsel advises is not legally required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samedisclosed.

Nondisclosure. In the event the transactions contemplated by this Agreement are not consummated for any reason whatsoever, Buyer agrees to keep confidential and not to use or disclose to any person any data or information relating to Seller or its business or operations (including, without limitation, concerning Intellectual Property, the customers, employees, accounts or trade practices of Seller) which Seller communicated to Buyer or any successor corporation (whether by disclosure to Buyer or any of its affiliates or by Buyer’s discovery as a result of its due diligence investigation), except (a) It is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary informationinformation which Seller, including information he has not received beforein its sole discretion, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating consents to the Company use or disclosure of; (b) information which was known to Buyer or any of its employees), (v) contractual relationships, (vi) business partners and relationshipsaffiliates prior to its discussions with Seller, and was not known to be subject to any confidentiality obligations; (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (Ac) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 is or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), disclosure by Buyer; (2d) is in Executive’s possession, or information that becomes available to ExecutiveBuyer free of any obligation of confidence as acknowledged by Seller in writing; and (e) information Buyer or any of its affiliates may legally be required to disclose pursuant to applicable laws, on a non-confidential basis, from a source other than the Company regulations or (3) Executive is required by law, regulation, court order or discovery demand to discloseadministrative orders; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information any such disclosure, and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after following its discovery of the Date of Termination. (d) Nothing in this Agreement will precludeneed therefor, prohibit or restrict Executive from the party required to make disclosure shall (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to assert the Securities and Exchange Commission (confidential nature of the “SEC”)information; (ii) participating or cooperating immediately notify Seller in any investigation conducted by any governmental agency or authoritywriting of the anticipated disclosure; or and (iii) filing a charge of discrimination cooperate fully with Seller in protecting against such disclosure and/or obtaining confidential treatment for the United States Equal Employment Opportunity Commission information disclosed. Seller agrees to treat any information delivered or disclosed to Seller by Buyer or any other federal state or local administrative agency or regulatory authorityof its affiliates in a corresponding manner. Nothing The parties acknowledge that in the event of a breach by any party of any of its obligations under this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of JusticeSection, the SEC, the U.S. Congressother parties will be irreparably harmed and will be entitled to specific performance of such obligations, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, recover reasonable attorneys fees’ and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) costs in connection with a lawsuit alleging retaliation for reporting a suspected violation the enforcement of lawsuch party’s rights, if filed under seal as well as any and does not disclose the trade secret, except pursuant all other remedies to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended which such party may be entitled at law or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samein equity.

Nondisclosure. (a) It is understood that The Company shall, immediately after executing this Agreement, provide Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to to: (ia) business operations and methods, ; (iib) existing and proposed investments and investment strategies, ; (iiic) financial performance, ; (ivd) compensation arrangements and amounts (whether relating to the Company or to any of its employees, including the CEO), ; (ve) contractual relationships, relationships (viincluding the terms of this Agreement); (f) business partners and relationships; (g) marketing strategies; (h) lists with information related to existing or prospective customers, vendors, partners or investors; and (viii) marketing strategies (all methodologies, systems or programs, models, price or research databases, other research, analytical results, or technical data, regardless of the forgoing, “Confidential Information”)medium in which any such information is contained. Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 8 and under Section 10 9; or (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 8 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2iii) information that is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company Company, or (3B) that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3B), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the CompanyCompany and thereafter. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within twenty-four (24) hours) after the Date of Terminationtermination date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during his tenure with the The Company has received and will continue to receive access to shall provide Executive, immediately after executing this Agreement, some or all of the Company’s various trade secrets and confidential or proprietary informationinformation (the “Confidential Information”), including information he has not received before, consisting . Confidential Information consists of, but is not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment business strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees, including the CEO), (v) contractual relationshipsrelationships (including the terms of this Agreement), (vi) business partners and relationships, and (vii) marketing strategies (all shareholders of the forgoingCompany, “Confidential Information”)(viii) marketing strategies, (ix) lists with information related to existing or prospective customers, vendors, suppliers, service providers, partners or investors, including, but not limited to particular business objectives, and (x) computerized business approaches, methodologies, systems or programs, mathematical models, simulated results, simulation software, price or research databases, other research, algorithms, numerical techniques, analytical results, technical data, regardless of the medium in which any such information is contained. Confidential Information shall not include: (A1) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 7 and under Section 10 8 or (B2) information that (1A) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2B) that is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company Company, or (3C) that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3C), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive agrees that he will use the Confidential Information for the sole benefit of the Company and that he will exercise all reasonable measures to maintain it as confidential. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use publish or disclose to any third party or use for the benefit of any third party or of Executive any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination or expiration of this AgreementAgreement for any reason, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within twenty-four (24) hours) after the Date of Terminationtermination or expiration date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that Executive during During the term of his tenure with employment, the Company has received and will continue Employee undertakes not to receive access to some transfer or all of use the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to Confidential Information except within the Company and for it, for its benefit only; he will not disclose or to distribute any of Confidential Information, directly or indirectly; he will keep everything that concerns the Company’s business and affairs secret and will in no way harm the Company’s reputation and/or its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (clientele. Is clarified that the undertaking in this subsection is for an unlimited time. At all times after the end of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than ExecutiveEmployee’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives employment at the Company, the Employee undertakes not to transfer or use the extent permitted by lawCompany’s Confidential Information; he will not disclose or distribute any Confidential Information, reasonable notice prior directly or indirectly; he will keep everything that concerns the Company’s business and affairs in confidence and will in no way harm the Company’s reputation and/or its clientele. It is clarified that the undertaking in this subsection is not limited in time. The Employee undertakes to use maximum caution to prevent any third party from becoming aware of or receiving any Confidential Information. Without detracting from the disclosure generality of the foregoing, the Employee undertakes not to remove any object and/or document and/or product and/or material and/or Confidential Information he will receive within the framework of his work at the Company from the Company’s offices, including if these were prepared in the course of his work at the Company and/or in connection with it and/or in connection with its businesses and/or plans, other than as part of his duties. The Employee will not copy and/or allow others to duplicate, copy, photocopy, print, and/or otherwise make a copy of the Confidential Information and Information, except within his position. The Employee states that all documents and/or product and/or software and/or other objects received by him in the reasons and circumstances surrounding such disclosure to provide course of his work for the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain will be the exclusive property of the Company during Executiveat all times, and the Employee waives any right of lien or attachment with respect to such a document and/or object. For the avoidance of doubt, this also applies to photocopies and/or copies of such documents. Immediately upon the end of the Employee’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the prior written consent of at the Company, use or disclose to for any third party any of reason whatsoever, the Employee will return all Confidential Information described hereinand/or any Company material in his possession, directly or indirectlyif any, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with to the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that As Aviation President, Executive during his tenure with the Company has received been provided, and will continue during the term hereof to receive be provided and otherwise have access to some or all of to, the Company’s various trade secrets and confidential or proprietary informationinformation of the Company and its Affiliates, including information he has not received before, consisting of, but not limited relating to, information relating to : (i) business operations and methods, ; (ii) existing and proposed investments and investment strategies, ; (iii) financial performance, ; (iv) compensation arrangements and amounts (whether relating to the Company or to any of its Affiliates or employees), ; (v) contractual relationships, relationships (viincluding the terms of this Agreement); (v) business partners and relationships, and ; (vi) marketing strategies; (vii) marketing strategies lists with information related to existing or prospective distributors, customers, suppliers, partners or investors, including, but not limited to particular investments, investment strategies, investment patterns and amounts; and (all viii) computerized investment approaches, methodologies, trading systems or programs, mathematical models, simulated results, simulation software, price or research databases, other research, algorithms, numerical techniques, analytical results, or technical data, regardless of the forgoing, medium in which any such information is contained (“Confidential Information”). Confidential Information shall not include: (Ai) information that Executive may furnish to third parties Persons regarding his obligations under this Section 9 Sections 7 and under Section 10 8; or (Bii) information that (1A) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2B) that is in Executive’s possession, or becomes available to Executive, on a non-non confidential basis, from a source other than the Company or (3C) that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3B), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for without the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the Board’s prior written consent of the Companyconsent, use or disclose to any third party Person any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the any termination of Executive’s employment with the Company. (c) Upon any termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or any Subsidiary or the business of the Company or any Subsidiary (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within 48 hours) after the Date of Terminationtermination date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from also agrees to sign and be bound by the Company’s Proprietary Rights Agreement. (ie) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited Pursuant to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge Defend Trade Secrets Act of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement2016, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Company hereby advises Executive from as follows: (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive canAn individual shall not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that is made (i) is made (Aa) in confidence to federala Federal, state State, or local government officialsofficial, either directly or indirectly, or to an attorney, ; and (Bb) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if filed such filing is made under seal; or and (iiiB) in connection with An individual who files a lawsuit alleging for retaliation by an employer for reporting a suspected violation of lawlaw may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if filed the individual (i) files any document containing the trade secret under seal seal; and (ii) does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It Executive hereby acknowledges that in connection with his employment by Employer he will be exposed to and may obtain certain information (including, without limitation, procedures, memoranda, notes, records and customer and supplier lists whether such information has been or is understood made, developed or compiled by Executive or otherwise has been or is made available to him) regarding the business and operations of Employer. Executive further acknowledges that Executive during his tenure with the Company has received such information and will continue to receive access to some or all of the Company’s various procedures are unique, valuable, considered trade secrets and confidential or deemed proprietary informationby Employer. For purposes of this Agreement, including such information he has and procedures shall be referred to as "Confidential Information," except that the following shall not received before, consisting of, but not limited to, information relating to be considered Confidential Information: (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, disclosed on a non-confidential basis, from a source other than the Company or basis to third parties by Employer (3) but not by Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case violation of clause (3this Agreement), Executive gives the Company(ii) information released from confidential treatment by written consent of Employer, and (iii) information disclosed and made available to the extent permitted by general public under operation of law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall Information is and will remain the exclusive property of the Company during Executive’s employment with the CompanyEmployer. Executive further agrees that Executive shall notagrees, except for the benefit duration of the Company pursuant Term and thereafter, to hold in the strictest confidence all Confidential Information, and not to, directly or indirectly, duplicate, sell, use, lease, commercialize, disclose or otherwise divulge to any person or entity any portion of the Confidential Information or use any Confidential Information for his own benefit or profit or allow any person, entity or third party, other than Employer and authorized executives of the same, to use or otherwise gain access to any Confidential Information. (c) It is the intention of the parties that to the exercise extent any Confidential Information may constitute a "trade secret" as defined by Texas common law, then, in addition to the remedies set forth in this Agreement, Employer may elect to bring an action against Executive in the case of his duties in accordance with this Agreement any actual or with the prior written consent threatened misappropriation of the Company, use or disclose to any third party such trade secret by Executive. (d) Regardless of whether any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) items set forth in Executive’s possession, custody or control, whether prepared by Executive or others, Section 7 shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of constitute a trade secret as defined by Texas common law, Executive expressly recognizes and agrees that the restrictions contained in Section 7 of this Agreement and this Section 8 represent a reasonable and necessary protection of the legitimate interests of Employer, that his failure to observe and comply with his covenants and agreements in those Sections will cause irreparable harm to Employer, that it is made (i) (A) in confidence and will continue to federal, state or local government officials, directly or indirectly, or be difficult to an attorneyascertain the harm and damages to Employer that such a failure by Executive could cause, and (B) that a remedy at law for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall such failure by Executive will be deemed to be amended to reflect the sameinadequate.

Nondisclosure. (a) It is understood that Executive during his tenure with At all times after the Company has received Closing and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall notEmployer and thereafter, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the express prior written consent of an executive officer of Employer other than Executive or in connection with the Companyproper performance of services under this Agreement, use or disclose to any third party any of the Confidential Information described hereinExecutive will not, directly or indirectly, either during Executive’s employment with communicate, disclose or divulge to any Person, or use for the Company benefit of any Person, any Proprietary Information or at any time following the termination Third Party Information. “Proprietary Information” means any and all confidential and/or proprietary knowledge, data or information of Executive’s employment with the Company. (c) Upon termination Employer or Parent or any of this Agreementtheir affiliates, Executive agrees that all Confidential no matter when or how acquired. By way of illustration, but not limitation, Proprietary Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from includes (i) communicating withInventions; (ii) the terms and details of contracts and arrangements with and proposals to any customers of Employer or its affiliates (“Customers”) and any prospective Customers or any entities for which Parent or its affiliates operate e-commerce businesses or provide marketing services (“Partners”) and any prospective Partners; (iii) personal, any federal, state financial and other information obtained from customers of Customers or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission Partners (the “SECConsumers”); (iiiv) participating non-public pricing information, vendor prices, buying and pricing strategies and merchandise plans, including the terms of contracts and arrangements with vendors; (v) promotional, marketing and advertising strategies and plans, including the terms of contracts and arrangements relating to promotions, marketing and advertising; (vi) non-public financial and statistical information relating to Employer or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission Parent or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreementof their affiliates, or the Business operated by Employer and its affiliates or the business and the e-commerce businesses operated by Parent and its affiliates, including budgets, financial and business forecasts, expansion plans and business strategies; and (vii) information regarding the skills and compensation of other employees of Employer and Parent and their affiliates. For purposes of this Section 7, Proprietary Information will not include any information which is now known by or available to the general public or generally in the industry, which becomes known by or available to the general public or generally in the industry other agreement between the than as a result of a breach of this Agreement by Executive or which is independently acquired by Executive. “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, association, cooperative, trust, estate, government body, administrative agency, regulatory authority or other entity of any nature. “Third Party Information” means any and all confidential or proprietary data, knowledge and information received from third parties, prohibits including Customers and Partners, prospective Customers and Partners and Consumers, subject to a duty on the part of Employer or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement Parent or any other agreement of their affiliates to maintain the confidentiality of such data, knowledge or policy of the Company is intended information and to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law use it only for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samecertain purposes.

Nondisclosure. (a) It is understood that Executive during his tenure with the a. The Company has received and will continue to receive access to provided Executive with some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to to: (ia) business operations and methods, ; (iib) existing and proposed investments and investment strategies, ; (iiic) financial performance; (d) compensation, (iv) compensation severance arrangements and amounts (whether relating to the Company or to any of its employees, including Executive), ; (ve) contractual relationships, relationships (viincluding the terms of this Agreement); (f) business partners and relationships; (g) limited partners and prospective limited partners of the Company’s funds; (h) marketing strategies; (i) intellectual property and technology, software, systems, methods, apparatuses, inventions, discoveries, improvements, designs, techniques, code, procedures, development tools, formulas, research, developments, objects, agents and components thereof, subroutines and other programs and (viij) marketing strategies lists with information related to existing or prospective customers, partners or investors, including, but not limited to particular investments, investment strategies, investment patterns and amounts (all of the forgoingcollectively, “Confidential Information”). Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 8 and under Section 10 or 9; (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company 8; or (3iii) information that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3iii), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) b. Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possessionpossession prior to or during the term of Executive’s employment by the Company, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with except as permitted by the Company in writing or at as necessary to defend any time following the termination claim against him or to enforce any rights he may have as an equity holder of Executive’s employment with the Company. (c) Upon termination of c. Subject to the exceptions set forth elsewhere in this Agreement, ,Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within twenty-four (24) hours, to the extent practicable) after the Date of TerminationTermination Date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that The Company shall, immediately after executing this Agreement, provide Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, all information: that is non-public or proprietary to the Company, or its affiliates including, but not limited to, information relating concerning its business activities including, but not limited to, the present marketing and administration of certain insurance business and processes, including but not limited to (i) any and all information concerning non-standard automobile insurance business, financial information, administrative procedures, pricing methods and policies, client lists and information, business operations and marketing strategies, claims and underwriting procedures and guidelines, claims and underwriting files, utilization review and manuals, data format, data gathering retrieval systems and methods, (ii) existing ideas about current and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationshipsfuture services, and (vii) marketing strategies (all of the forgoingcorporate governance, “Confidential Information”)regulatory and legal matters. Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 7 and under Section 10 or 8; (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3iii) information that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3iii), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the CompanyCompany and thereafter. Executive further agrees that Executive he shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company, except as Executive may be required by the lawful order of a court or agency of competent jurisdiction (“Court Order”). If such Court Order is issued, Executive shall inform the Company a reasonable time prior to compliance. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within seventy-two (72) hours) after the Date termination or expiration of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, for any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the samereason.

Nondisclosure. (a) It 2.1. Employee acknowledges and agrees that the Proprietary Information is understood not generally known to the public, trade or industry and gives the Company a competitive advantage over its competitors in its conduct and operation of its business and that Executive during his tenure in order to protect and preserve the goodwill associated with the Proprietary Information and the Company’s competitive advantage, the Proprietary Information must be kept strictly confidential by Employee and is intended to be used only by the Company has received and will continue to receive access to some or all its employees, agents and independent contractors in the conduct of the Company’s various trade secrets business. 2.2. Employee covenants and confidential agrees to hold the Company’s Proprietary Information in the strictest confidence and that Employee will not, for as long as Employee is employed or proprietary informationengaged by, including information he has not received before, consisting of, but not limited or otherwise providing services to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or at any time thereafter, except with the express prior written consent of the President of the Company, directly or indirectly, whether as an employee, associate, owner, partner, member, agent, director, officer, shareholder, consultant, representative or in any other capacity, for his or her own account or for the benefit of any Person (as defined below), communicate, disclose, divulge, refer to, provide commentary regarding, or make available to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all Person any of the forgoing, “Confidential Information”). Confidential Company’s Proprietary Information or use the Company’s Proprietary Information in any manner inconsistent with the Employee’s performance of services during Employee’s employment with Company; provided that the provisions of this Section 2.2 shall not include: (A) information that Executive may furnish apply to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1a) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 (for example, not as a result of Executive’s unauthorized release disclosure by Employee or by another Person in breach of marketing materials), any confidentiality obligation of such Person; (2b) is in Executive’s possession, or becomes was readily available to Executive, Employee on a non-confidential basis, from a source other than basis prior to its disclosure to Employee by the Company or (3) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that Employee’s earlier receipt of such information in the case course of clause (3), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executiveemployee’s employment relationship with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement ; or with the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination was in Employee’s prior lawful possession on a non-confidential basis as evidenced by records kept in the ordinary course of this Agreementbusiness or by proof of actual prior possession. Notwithstanding the foregoing, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned pursuant to the Company as soon as practicable after the Date of Termination. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §Section 1833(b). Executive can, Employee shall not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that that: (1) is made (i) (A) in confidence to federala Federal, state State, or local government officialsofficial, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii2) is made in a complaint or other document filed in a lawsuit or other proceeding, if filed such filing is made under seal; . 2.3. If Employee is requested to disclose any Proprietary Information by any federal, state, local or foreign court or legislative, executive or regulatory agency, Employee will promptly notify the Company to permit it to seek a protective order or take other action that the Company deems appropriate, and Employee will cooperate (iiiat the Company’s expense) in connection any such efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded such Proprietary Information. If, in the absence of a protective order, Employee is compelled as a matter of law to disclose any such information in any proceeding or pursuant to legal process, Employee may disclose to the party compelling disclosure only the part of such Proprietary Information as is required by law to be disclosed (in which case, prior to such disclosure, Employee will advise and consult with the Company and its attorneys as to such disclosure and the nature and wording of such disclosure and Employee will use its reasonable best efforts to obtain confidential treatment therefore). Notwithstanding anything in this Section 2 to the contrary, while employed or engaged by, or otherwise providing services to, the Company, Employee may use Proprietary Information solely as necessary for Employee to properly perform services for the Company during Employee’s employment with the Company; provided that nothing in this Agreement shall prohibit Employee from disclosing Proprietary Information in confidence to a lawsuit alleging retaliation government official or attorney, either directly or indirectly, solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed in a lawsuit or other proceeding if filed such filing is made under seal and does not disclose the trade secret, except pursuant to a court orderseal. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution For purposes of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same“Person” means a natural person, corporation, partnership, limited liability company, trust, estate, joint venture, sole proprietorship, government (and any branch or subdivision thereof), governmental agency, association, cooperative or other entity.

Nondisclosure. (a) It is understood that Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including including, but not limited to, information he has not received before, consisting of, but not limited to, information relating to (i) business operations and methods, (ii) existing and proposed investments and investment strategies, (iii) financial performance, (iv) compensation arrangements and amounts (whether relating to the Company or to any of its employees), (v) contractual relationships, (vi) business partners and relationships, and (vii) marketing strategies (all of the forgoing, “Confidential Information”). Confidential Information shall not include: include information that (A) information that Executive may furnish to third parties regarding his obligations under this Section 9 and under Section 10 or (B) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 6 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2B) is in Executive’s possession, or becomes available to Executive, on a non-confidential basis, from a source other than the Company or (3C) Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of this clause (3C), Executive gives the Company, to the extent permitted by law, reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during and after Executive’s employment with the Company. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the proper exercise of his duties in accordance with this Agreement or with the prior written consent of the CompanyBoard, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including together with all copies thereofthereof in any physical or electronic medium) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable after the Date of Termination. Executive agrees to provide the Company with access to Executive’s personally-owned computer, server, e-mail system, mobile phone, portable electronic and other electronic devices for the purpose of verifying that Executive has complied with this Section 6(c). (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including including, but not limited to to, the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including including, but not limited to to, the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d6(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that The Company shall, immediately after executing this Agreement, provide Executive during his tenure with the Company has received and will continue to receive access to some or all of the Company’s various trade secrets and confidential or proprietary information, including information he has not received before, consisting of, but not limited to, information relating to to: (ia) business operations and methods, ; (iib) existing and proposed investments and investment strategies, ; (iiic) financial performance, ; (ivd) compensation arrangements and amounts (whether relating to the Company or to any of its employees, including the CEO), ; (ve) contractual relationships, relationships (viincluding the terms of this Agreement); (f) business partners and relationships; (g) marketing strategies; (h) lists with information related to existing or prospective customers, vendors, partners or investors; and (viii) marketing strategies (all methodologies, systems or programs, models, price or research databases, other research, analytical results, or technical data, regardless of the forgoing, “Confidential Information”)medium in which any such information is contained. Confidential Information shall not include: (Ai) information that Executive may furnish to third parties regarding his obligations under this Section 9 Sections 8 and under Section 10 9; or (Bii) information that (1) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 8 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2iii) information that is in Executive’s possession, or becomes available to Executive, on a non-non confidential basis, from a source other than the Company Company, or (3B) that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3B), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the CompanyCompany and thereafter. Executive further agrees that Executive shall not, except for the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with without the prior written consent of the Company, use or disclose to any third party any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the termination of Executive’s employment with the Company. (c) Upon termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within twenty-four (24) hours) after the Date of Terminationtermination date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from (i) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Executive from (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive cannot be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) (A) in confidence to federal, state or local government officials, directly or indirectly, or to an attorney, and (B) for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, if filed under seal; or (iii) in connection with a lawsuit alleging retaliation for reporting a suspected violation of law, if filed under seal and does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.

Nondisclosure. (a) It is understood that As CFO, Executive during his tenure with the Company has received been provided, and will continue during the term hereof to receive be provided and otherwise have access to some or all of to, the Company’s various trade secrets and confidential or proprietary informationinformation of the Company and its Affiliates, including information he has not received before, consisting of, but not limited relating to, information relating to : (i) business operations and methods, ; (ii) existing and proposed investments and investment strategies, ; (iii) financial performance, ; (iv) compensation arrangements and amounts (whether relating to the Company or to any of its Affiliates or employees), ; (v) contractual relationships, relationships (viincluding the terms of this Agreement); (v) business partners and relationships, and ; (vi) marketing strategies; (vii) marketing strategies lists with information related to existing or prospective distributors, customers, suppliers, partners or investors, including, but not limited to particular investments, investment strategies, investment patterns and amounts; and (all viii) computerized investment approaches, methodologies, trading systems or programs, mathematical models, simulated results, simulation software, price or research databases, other research, algorithms, numerical techniques, analytical results, or technical data, regardless of the forgoing, medium in which any such information is contained (“Confidential Information”). Confidential Information shall not include: (Ai) information that Executive may furnish to third parties Persons regarding his obligations under this Section 9 Sections 7 and under Section 10 8; or (Bii) information that (1A) is general knowledge of Executive or information that becomes generally available to the public by means other than Executive’s breach of this Section 9 7 (for example, not as a result of Executive’s unauthorized release of marketing materials), (2B) that is in Executive’s possession, or becomes available to Executive, on a non-non confidential basis, from a source other than the Company or (3C) that Executive is required by law, regulation, court order or discovery demand to disclose; provided, however, that in the case of clause (3B), Executive gives the Company, to the extent permitted by law, Company reasonable notice prior to the disclosure of the Confidential Information and the reasons and circumstances surrounding such disclosure to provide the Company an opportunity to seek a protective order or other appropriate request for confidential treatment of the applicable Confidential Information. (b) Executive agrees that all Confidential Information, whether prepared by Executive or otherwise coming into his possession, shall remain the exclusive property of the Company during Executive’s employment with the Company. Executive further agrees that Executive shall not, except for without the benefit of the Company pursuant to the exercise of his duties in accordance with this Agreement or with the Board’s prior written consent of the Companyconsent, use or disclose to any third party Person any of the Confidential Information described herein, directly or indirectly, either during Executive’s employment with the Company or at any time following the any termination of Executive’s employment with the Company. (c) Upon any termination of this Agreement, Executive agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or any Subsidiary or the business of the Company or any Subsidiary (including all copies thereof) in Executive’s possession, custody or control, whether prepared by Executive or others, shall remain with or be returned to the Company as soon as practicable promptly (within 48 hours) after the Date of Terminationtermination date. (d) Nothing in this Agreement will preclude, prohibit or restrict Executive from also agrees to sign and be bound by the Company’s Proprietary Rights Agreement. (ie) communicating with, any federal, state or local administrative or regulatory agency or authority, including but not limited Pursuant to the Securities and Exchange Commission (the “SEC”); (ii) participating or cooperating in any investigation conducted by any governmental agency or authority; or (iii) filing a charge Defend Trade Secrets Act of discrimination with the United States Equal Employment Opportunity Commission or any other federal state or local administrative agency or regulatory authority. Nothing in this Agreement2016, or any other agreement between the parties, prohibits or is intended in any manner to prohibit, Company hereby advises Executive from as follows: (A) reporting a possible violation of federal or other applicable law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the SEC, the U.S. Congress, and any governmental agency Inspector General, or (B) making other disclosures that are protected under whistleblower provisions of federal law or regulation. This Agreement does not limit Executive’s right to receive an award (including, without limitation, a monetary reward) for information provided to the SEC. Executive does not need the prior authorization of anyone at the Company to make any such reports or disclosures, and Executive is not required to notify the Company that Executive has made such reports or disclosures. Nothing in this Agreement or any other agreement or policy of the Company is intended to interfere with or restrain the immunity provided under 18 U.S.C. §1833(b). Executive canAn individual shall not be held criminally or civilly liable under any federal Federal or state State trade secret law for the disclosure of a trade secret that is made (i) is made (Aa) in confidence to federala Federal, state State, or local government officialsofficial, either directly or indirectly, or to an attorney, ; and (Bb) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if filed such filing is made under seal; or and (iiiB) in connection with An individual who files a lawsuit alleging for retaliation by an employer for reporting a suspected violation of lawlaw may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if filed the individual (i) files any document containing the trade secret under seal seal; and (ii) does not disclose the trade secret, except pursuant to a court order. The foregoing provisions regarding protected disclosures are intended to comply with all applicable laws. If any laws are adopted, amended or repealed after the execution of this Agreement, this Section 9(d) shall be deemed to be amended to reflect the same.