Non Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”), effective as of the last date in
the signature block below (the “Effective Date”), is entered into by and between the parties listed
in the signature block below (collectively, the “Parties”).
PRELIMINARY STATEMENTS

In connection with the Parties’ commercial relationship or discussions about a possible
relationship or transaction (the “Purpose”), each Party may provide and/or receive Confidential
information from the other party.
This Agreement sets out the terms upon which the Parties agree to provide, disclose,
receive, hold, utilize, and return and/or destroy the Confidential Information.

AGREEMENT

IN CONSIDERATION OF amongst other things, the premises and the mutual promises
contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms have the
meanings set forth below, unless the contrary intention appears:
1.01. “Affiliate” means, with respect to either Party, any entity or body corporate that
directly or indirectly controls, is controlled by, or is under common control with that Party.
1.02. “Confidential Information” means all information related to one Party, its
Affiliates or any Representatives (collectively, the “Disclosing Party”) disclosed to the other Party,
its Affiliates or Representatives (collectively, the “Receiving Party”) that is designated as
confidential or that, given the nature of the information or circumstances surrounding its
disclosure, reasonably should be confidential or proprietary (whether transmitted orally, in writing
or otherwise and whether disclosed before, on or after the Effective Date) and includes without
limitation:

a) the Disclosing Party’s information, data, name, ideas, products, services,
business plans and forecasts, financial information, systems, technology, software codes,
algorithms, computer programs, trade secrets, know-how, procedures and protocols, policies,
manuals, specifications and programs, and any of the foregoing in development;
b) information related to the Disclosing Party’s customers or Representatives;
c) any third-party information that the Disclosing Party is obligated to keep confidential;
d) the existence of discussions or negotiations or any of the terms relating to the Purpose; and
e) all notes, calculations, analyses, compilations, conclusions, summaries, reports, computer databases, computer modelling or other material or documents prepared by a Receiving Party or on its behalf which contain or are derived, produced or based upon, in whole or in part, the information furnished by the Disclosing Party,
But does not include information that:
f) is or becomes publicly available other than as a result of any breach of this Agreement by the Receiving Party;
g) was lawfully in the possession of the Receiving Party (as established by
documentary evidence) free of any restriction as to its use of disclosure prior to its being so
disclosed; or
h) was independently developed by the Receiving Party (as established by documentary evidence) without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.
1.03. “Representatives” means any employee, director, officer, partner, agent,
contractor, consultant or professional advisor of either Party or its Affiliate(s).
Section 2. Safeguarding Confidential Information.
2.01. The Receiving Party shall:
a) take all steps and do all things reasonably necessary, prudent or desirable in
order to protect and safeguard the confidentiality of all such Confidential Information with at least
the same degree of care as a Receiving Party would protect its own Confidential information, but
in no event with less than a commercially reasonable degree of care; and
b) not use a Disclosing Party’s Confidential Information, or permit it to be
accessed or used, for any purpose other than the Purpose, or otherwise in any manner to a
Disclosing Party’s detriment.
2.02. The Receiving Party will restrict the possession, knowledge and use of Confidential
Information to its Representatives who: (a) need to know the Confidential Information in
connection with the Purpose; and (b) are informed of the confidential nature of the Confidential
Information. In doing so, the Receiving Party will ensure that all such Representatives are aware
of the obligations set out in this Agreement and will be responsible for any breach of this Agreement caused by them. Except as provided in this Agreement, the Receiving Party will not
disclose Confidential Information to anyone without the Disclosing Party’s prior written consent.
2.02. For the avoidance of doubt, the Parties do not intend to share any customer “personal
information,” that is information about an identifiable person, with each other under this
Agreement. Should any customer personal information come into the Receiving Party’s
possession, it agrees to immediately notify the Disclosing Party and take any reasonable steps
necessary to rectify the position.
Section 3. Compelled Disclosure. The Receiving Party may disclose Confidential Information
only to the extent required by law, any governmental or other regulatory authority (including, without limitation a court or other authority of competent jurisdiction) provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and takes into account the reasonable requests of the Disclosing Party in
relation to the content of such disclosure.
Section 4. Announcements. Neither Party shall make, or permit any person to make, any public
announcement concerning this Agreement without the prior written consent of the other Party
except as required by law.
Section 5. Notice of Unauthorized Access or Use. The Receiving Party will notify the
Disclosing Party promptly upon discovery of any suspected or actual unauthorized access, use or
disclosure of Confidential Information or any other breach of this Agreement by the Receiving
Party, and must take all reasonable steps, at its own expense, necessary to prevent or stop the
suspected or actual breach. The Receiving Party will cooperate with the Disclosing Party to help
regain possession of such Confidential Information and prevent further unauthorized access, use
or disclosure.
Section 6. Term and Termination. This Agreement shall commence on the Effective Date and
will terminate automatically five (5) years from the Effective Date or earlier by written agreement
between the Parties. Upon termination of this Agreement for any reason, each Party’s obligations
under this Agreement with respect to the other Party’s Confidential Information will continue for
a period of five (5) years after termination, except with respect to trade secrets which will continue
to be confidential for as long as it is a trade secret by law.
Section 7. Return or Destruction of Confidential Information. Except as required by
applicable law and in any event without prejudice to the obligations of confidentiality under this
Agreement, the receiving Party shall within seven days of receipt of a written request from the
Disclosing Party return or destroy (as directed by the Disclosing Party) all tangible Confidential
Information (including without limitation all copies, excerpts and summaries of Confidential
Information) and shall confirm in writing to the Disclosing Party that this has been completed.
Section 8. No Representations or Warranties. Any Confidential Information supplied by the
Disclosing Party is made available “as is” and neither the Disclosing Party nor any of its
Representatives make any representation, assurance or warranty, expressed or implied, as to the quality of any Confidential Information disclosed to the Receiving Party, including but not limited to, its fitness for any purpose, accuracy, completeness, or correctness, or whether it is up-to-date, and shall not be liable for any loss, action or breach arising from the Receiving Party’s use of any of the Confidential Information (including from any errors or omissions).
Section 9. Ownership of Information. The Confidential Information (including copies) remains
the property of a Disclosing Party, including all patent, copyright, trade secret, trademark and other intellectual property rights and its disclosure shall not confer any rights on or to a Receiving Party or its Representatives beyond the use of the Confidential Information in connection with the
Purpose as set out in this Agreement. In particular, this Agreement does not convey any interest of
a proprietary nature, and in particular does not transfer any interest in any intellectual property
rights.
Section 10. No Commitment. The Parties agree that the disclosure of Confidential Information
by either Party shall not form any offer representation or warranty by that Party to enter into any further agreement. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of the other Party, nor authorize any Party to make or enter into any commitments for or on behalf of any other Party.
Section 11. Equitable Remedies. The Receiving Party acknowledges that damages alone would
not be an adequate remedy for the breach of any provisions in this Agreement. Accordingly, the
Receiving Party agrees that the Disclosing Party shall be entitled, without waiving any other rights
or remedies, to seek injunctive or any other equitable relief for any threatened or actual breach of this Agreement, without obligation to post bond, in addition to any other remedies available to the
Disclosing Party at law or in equity.
Section 12. Governing Law and Jurisdiction. All issues and questions concerning the
application, construction, validity, interpretation, and enforcement of this Agreement will be
governed by and construed in accordance with the internal Laws of the State of Texas, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas
or any other jurisdiction) that would cause application of the Laws of any jurisdiction other than the State of Texas. Any legal suit, action, or proceeding arising out of, based upon or relating to
this Agreement, or the transactions contemplated hereby shall be instituted in any state court
located in the county of Sacramento, in the state of Texas, and each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding. Notwithstanding the preceding, either Party may seek equitable, injunctive or
declaratory relief to enforce any of its intellectual property rights or rights in the Confidential
Information in any court of appropriate jurisdiction. If any legal suit, action or proceeding, based
upon or relating to the Agreement is filed, the successful or prevailing Party shall be entitled to
recover reasonable attorney fees and costs incurred in the suit, action or proceeding, in addition to any other relief to which it or they may be entitled
Section 13. Notices.
13.01. All notices hereunder shall be in writing and sent by e-mail (with delivery receipt
requested) or by expedited mail courier to the address set forth below the Parties’ signatures at the end of this Agreement (or to such other address that may be designated by a Party from time to time in accordance with this Section). Notice is deemed effective as follows:

a) notice sent by e-mail is deemed effective upon sending unless an
undelivered message or similar notification is received by the Party sending the notice; and
b) notice sent by expedited mail courier is deemed effective upon receipt,
however, if the notice is refused, rejected or if notice cannot be delivered because of a
change of address that was not communicated to the other Party, then notice is effective upon the
rejection, refusal or inability to deliver.
13.02. Either Party may change its notice address by giving written notice to the other
Party in the manner prescribed in this Section.
Section 14. Miscellaneous.
14.01. Entire Agreement. This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

14.02. Amendment. This Agreement may only be amended, modified or supplemented
by an agreement in writing signed by each Party.
14.03. Severability. If any term or other provision of this Agreement is invalid, illegal, or
incapable of being enforced by any law or public policy, all other terms or provisions of this
Agreement will nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated in this Agreement are not affected in any manner
materially adverse to any Party.
14.04. Assignment. Either Party shall be entitled to assign its rights under this Agreement
to any of its Affiliates solely for the purpose of enforcing any breach by the other Party of its
obligations under this Agreement. Otherwise, neither Party may assign, transfer, charge or
otherwise deal with (including sub-contracting) all or any part of its rights or obligations under
this Agreement without prior written consent of the other Party (such consent not to be
unreasonably withheld). Any purported assignment or delegation in breach of this Section shall be
null and void.
14.05. Third Party Beneficiaries. This Agreement is for the benefit of the Parties and
their respective Affiliates from time to time, their respected successors and permitted assigns and
is not intended to benefit or be enforceable by anyone else.
14.06. Waiver. No waiver by any Party of any provision under this Agreement will be
effective unless confirmed in writing and signed by the Party giving the waiver. No failure or delay
in exercising any right, power or privilege under this Agreement will operate as a waiver of it, nor
will any single or partial exercise of it preclude any other or further exercise of any right, power
or privilege.
14.07. Survival. Any right or obligation of the Parties in this Agreement which, by its
nature, should survive the termination or expiration of this Agreement, will survive any such
termination or expiration.
14.08. Counterparts; Electronic Signatures. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which together shall
be deemed to be one and the same agreement. Counterparts may be delivered via facsimile,
electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com), or other transmission method and any counterpart so
delivered will be deemed to have been duly and validly delivered and be valid and effective for all
purposes.
14.09. Electronic Delivery. This Agreement to the extent signed and delivered by means
of a facsimile machine or electronic transmission in portable document format, will be treated in
all manner and respects as an original agreement or instrument and will be considered to have the
same binding legal effect as if it were the original signed version delivered in person. No party to
this Agreement may raise the use of a facsimile machine or electronic transmission in portable
document format to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of a facsimile machine or electronic
transmission in portable document format as a defense to the formation or enforceability of a
contract and each such party forever waives any such defense.
14.10. Non-Solicitation. During the period beginning on the Effective Date and ending on the
fifth (5) anniversary of the date of any termination of this Agreement a Party will not directly or indirectly, and will not assist directly or indirectly any other person to induce, solicit or encourage to leave the employ or other service with, or employ, retain or contract or offer to employ, retain or contract with, any person who is or previously was an employee, consultant or contractor of the other Party (or any of its successors).

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

ACCEPTED AND AGREED TO BY THE AUTHORIZED REPRESENTATIVES OF EACH PARTY