WHEREAS THE PROSPECTIVE CLIENT haS an interest in participating in discussions WITH AHLGREN to evaluate a potential transaction, advisement, or representation (the “Purpose”), the Parties agree as follows:

1. THAT, for a period of five (5) years from the date of disclosure OF CONFIDENTIAL INFORMATION, THE RECEIVING PARTY SHALL refrain from disclosing such Confidential Information to any UNRELATED third party without prior, written approval from the disclosing Party and shall protect such Confidential Information from inadvertent disclosure to aN UNRELATED third party using the same care and diligence that the Recipient uses to protect its own proprietary and confidential information, but in no case less than reasonable care.

2. The Recipient shall promptly notify the disclosing Party of any disclosure of such Confidential Information in violation of this Agreement or of any subpoena or other legal process requiring production or disclosure of said Confidential Information.

3. All Confidential Information disclosed IN RELATION TO THE PURPOSE under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party.

4. The terms of this Agreement shall not be construed to limit either Party’s right to develop independently or acquire information without use of the other Party’s Confidential Information.

5. Notwithstanding the above, the Parties agree that information shall not be deemed Confidential Information and the Recipient shall have no obligation to hold in confidence such information, where: (A) such information Is already known to the Recipient, having been disclosed to the Recipient by a third party without such third party having an obligation of confidentiality to the disclosing Party, or (b) Is or becomes publicly known through no wrongful act of the Recipient, its employees, officers, directors, or agents, or (c) Is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder or, (d) Is approved for release (and only to the extent so approved) by the disclosing Party, or (e) Is disclosed pursuant to the lawful requirement of a court or governmental agency or where required by operation of law.

6. This Agreement in no way creates an obligation for AHLGREN ACCEPT REPRESENTATION OR ADVISEMENT OF THE PROSPECTIVE CLIENT, OR to enter into any other or additional agreement, except that future ENGAGEMENT OR billing documents, if accepted, shall be governed by specific terms thereof.

7. This Agreement and the relationship between the parties shall be governed by the laws of the State of Texas, without regard to conflicts-of-law principles, SHALL APPLY AS PERMISSIBLE TO SUCCESSORS AND ASSIGNS, and is subject to enforcement in the Texas counties of Harris or Webb.

8. ThESE CONFIDENTIALITY OBLIGATIONS shall remain in effect for a period of five (5) years from the Effective Date unless otherwise terminated by either Party giving notice to the other of its desire to terminate this Agreement. The requirement to protect Confidential Information disclosed under this Agreement shall survive termination of this Agreement.

9. AHLGREN can receive notifications hereunder by e-mail to its Registered Agent at