Note Buyer Registration

MUTUAL CONFIDENTIALITY, NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into between The Lemoine Group, Inc. a California company and/or its affiliates (the “Disclosing Party”) and (“Receiving Party”). This Agreement becomes effective upon execution. WHEREAS, the Disclosing Party desires to disclose to the Receiving Party certain confiden- tial and proprietary information necessary for the Receiving Party to complete due diligence to determine the feasibility of buying a note pool from the Disclosing Party (“Proposed Trans- action"). NOW, THEREFORE, the parties agree as follows: All information disclosed by the Disclosing Party hereunder that (i) is in writing and marked “confidential”, (ii) is disclosed orally and reduced to a writing marked “confidential” promptly after the oral disclosure, or (iii) by its nature or under the circumstances of its disclosure should reasonably be understood to be confidential, whether furnished before or after the date hereof, is referred to herein as “Confidential Information”. Confidential Information shall be deemed to include (i) all written or tangible information, (ii) all information orally or visually disclosed which is identified as confidential or proprietary at the time of disclosure, (iii) all information relating to technology and infrastructure, and (iv) all customer information. Confidential Information shall include, without limitation, the following: information relating to either party’s current, future, or proposed business services or products, technical data or knowhow, including any research, products, services, developments, inventions, processes, techniques, designs, systems architecture, distribution, engineering, marketing strategies, business plans financial, merchandising and/or sales information, which is disclosed by either party, or on such party’s behalf to the other party or its employees or agents. No Contact with Consumers. Investor agrees that no contact will be made with the consumers of the Assets being reviewed, nor will Investor contact any third parties regarding the Assets in question or the consumers thereof, other than those third parties upon whom the Investor reasonably relies to conduct its Due Diligence. Investor will indemnify and hold The Lemoine Group harmless from all loss, claims, demands and suits of any nature actual or threatened, arising out of any contact by the Investor with mortgagors or any third parties that is not necessary to the Due Diligence process. The Receiving Party (a) shall hold all Information in confidence; (b) shall use the Information only for the purpose of evaluating and consummating the Proposed Transaction between the parties; (c) shall reproduce the Information only to the extent necessary for such purpose; and (d) shall not disclose or cause to be disclosed the information to any third party without prior written approval of the Disclosing Party. The above restrictions shall not apply to any Information: that is documented by the Receiving Party as having been independently developed by it without reference to or reliance on the Information; or that the Receiving Party lawfully receives free of restriction from a source other than the Disclosing Party, who is not bound by a confidentiality agreement with the The Lemoine Group, Inc NCND Disclosing Party or otherwise prohibited from transmitting the information to the Receiving Party; or after it has become generally available to the public through no wrongful act on the part of the Receiving Party; or that at the time of disclosure to the Receiving Party was known to the Receiving Party free of restriction as evidenced by documentation in the Receiving Party’s possession as of the date of this Agreement; or that the Disclosing Party agrees in writing is free of such restrictions If the Receiving Party is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request(s) to enable the Disclosing Party to seek an appropriate protective order. If no such order is obtained within a reasonably prompt time, the Receiving Party may, without liability hereunder, disclose that portion of the Information that the Receiving Party’s legal counsel advises in writing is legally required to be disclosed. All Information and all patents, copyrights, trade secrets and other rights therein, together with all copies, extracts or other reproductions in whole or in part thereof, shall remain the property of the Disclosing Party and, upon written request by the Disclosing Party, shall be returned to the Disclosing Party or destroyed by the Receiving Party, at the Disclosing Party’s option. Further, all documents, memoranda, notes and other writings whatsoever based on the Information requested to be returned or destroyed shall be destroyed by the party in possession thereof, and such destruction shall be certified to in writing to the requesting party. The return and destruction of such materials shall not relieve the parties hereto of their respective obligations hereunder. Neither this Agreement nor the disclosure or receipt of Information shall constitute or imply any promise or commitment by either party to negotiate with the other party or to consummate the Proposed Transaction. Each party agrees that all of its obligations undertaken herein shall survive any termination of this Agreement. This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and merges all prior discussions between them relating thereto. No amendment or modification of this Agreement shall be valid or binding unless made in writing and signed on behalf of each of the parties by their respective duly authorized officers or representatives. This Agreement will be governed by and construed in accordance with the internal laws of the State of California. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. If any provision of this Agreement is found by a proper authority to be unenforceable, that provision shall be severed, and the remainder of this Agreement will continue in full force and effect. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. The provisions of this Agreement are necessary for the protection of the business and goodwill of the Disclosing Party and are considered by the Receiving Party to be reasonable for such purpose. The Receiving Party agrees that any breach of this Agreement will cause the Disclosing Party substantial and irreparable damage and, therefore, in the event of such breach, the disclosing party will be entitled to seek specific performance and injunctive or other relief as a remedy. Such remedy shall not be deemed the exclusive form of remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first submitted electronically and digitally recorded..