You have agreed to discuss with us potential financial services for The LEGAL COMPANY INDICATED BELOW (the “Companies”). As a condition to such discussions, we agree to keep confidential all information conveyed to us regarding this matter (the “Information”).

In consideration of the receipt by us of the Information, we agree that:

1. We will accept and hold the Information in confidence in accordance with the provisions hereof, and without the prior written consent of the Companies, we will not: (a) distribute or disclose to any other person, firm, or corporation any Information disclosed hereunder (other than as hereinafter provided); (b) permit any third party to have access to Information disclosed hereunder; or (c) use Information disclosed hereunder for any purpose other than in connection with our consideration of serving as advisors in a possible transaction by the Companies (the “Permitted Use”); provided, however, that we are permitted to transmit the Information disclosed hereunder to our directors, officers, employees, agents, and consultants whom we determine it is necessary or appropriate to know the Information for the sole purpose of the Permitted Use.

2. The Information does not include information that (a) is legally in our possession or publicly available to us prior to the disclosure of the information hereunder; (b) subsequent to its disclosure hereunder, becomes publicly available without any violation of this agreement by us; or (c) becomes legally available to us on a non-confidential basis from a source that is not to our knowledge bound by a confidentiality agreement with the Companies.

3. In the event that we are required in any judicial or governmental proceeding to disclose any Information, if legally permitted to do so, we will give the Companies prompt notice of the request so that you may seek a protective order. If, in the absence of a protective order, we determine, upon the advice of counsel, that we are required to disclose the Information, we will do so to the extent compelled; provided, however, that if legally permitted we will (a) give the Companies written notice of the portion of the Information to be disclosed as far in advance of the disclosure as is practical and (b) at the expense of the Companies, use commercially reasonable efforts to obtain assurances that confidential treatment will be given to the Information. Notwithstanding the foregoing or anything to the contrary contained in this agreement, the Companies understand and agree that regulators, in the course of their examinations, may have access to the books, records, files and other materials in our possession, including Information provided hereunder, and disclosure of such Information to such examiners for purposes of the examination process may occur without notice to, or authorization from, the Companies and shall not constitute, or be deemed to constitute, a breach of this agreement.

4. In the event that we do not provide services for the Companies, upon your request, we will return or destroy all written Information provided to us hereunder and will return or destroy any notes, correspondence, analysis, documents, or other records prepared in connection with a review of the Information, then in our possession, either furnished by the Companies hereunder or prepared by us; provided however, that we may retain archive copies of such information to the extent necessary to comply with applicable law or regulatory authority.

5. This agreement shall remain in effect until the first to occur of (a) two (2) years following the date hereof and (b) the execution by the Companies and us of a definitive written agreement formalizing a financial services engagement, the terms of which shall supersede the terms of this agreement.

6. This agreement shall be governed by and interpreted in accordance with the laws of the state of Delaware, without giving effect to its conflicts of laws principles.

Sincerely,

Breakwater Accounting & Advisory
Amy Marshall

Director of Growth