The Company and Babylon Asset Management, LLC (“Babylon”) wish to exchange certain confidential information which is not available to the general public (“Confidential Information”), for the purpose of evaluating a possible debt-related transaction (the “Transaction”).

Accordingly, Company and Babylon (each a “Party”, collectively the “Parties”) agree as follows:

Confidential Information shall not include information or material that: (i) is generally available to participants in either Party’s industry or publicly available or becomes generally available to participants in each Party’s respective industry through no breach of this NDA by the Parties; (ii) was already in each Party’s or its Representatives’ (as defined herein) possession or already available to its Representatives or known by either Party or any of its Representatives prior to being disclosed, or was provided to a Party or any of its Representatives by or on behalf of the other Party, provided that the source of such information or material was not, to the disclosing Party’s actual knowledge, bound by a contractual, legal or fiduciary obligation of confidentiality with respect thereto; (iii) was or is obtained by a Party or any of its Representatives from a third party, provided that such third party was not, to the receiving Party’s actual knowledge, bound by a contractual, legal or fiduciary obligation of confidentiality with respect to such information or material; or (iv) is independently developed by the receiving Party or any of its Representatives without reference to the Confidential Information. For avoidance of doubt, the receiving Party is any Party that receives information.

Except as otherwise set forth in this NDA, the Parties shall not share the Confidential Information with any third party except for its investors, directors, officers, attorneys, accountants, and lending partners (collectively, “Representatives”).

Nothing in this NDA shall prohibit either Party or its Representatives from contacting any person or entity in the ordinary course of the Party’s respective businesses on matters unrelated to the Transaction, or in the course of conducting general market diligence in connection with the Transaction.

The Parties understand and agree that no contract or agreement providing for any transaction involving the Company or Babylon, including without limitation the Transaction, shall be deemed to exist unless and until a final definitive agreement has been executed and delivered to the counterparty.

In the event that either Party or any of its Representatives is requested or required by any government organization, court of law, etc. then such Party and its Representatives may comply with such request or requirement without liability hereunder.

This NDA shall be governed in all respects by the laws of the State of Ohio without reference to choice of law principles. The Parties hereto submit to the exclusive jurisdiction of the courts of the State of Ohio and the federal courts located in such State in respect of any dispute arising hereunder. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NDA OR THE TRANSACTION. Notwithstanding anything herein or under any legal construct, neither party hereto shall seek or be liable for, in any form or amount, punitive, exemplary, consequential, indirect, special or incidental damages in connection with this NDA.

Nothing in this NDA shall prevent Babylon from evaluating a possible debt transaction in an entity whose business is similar to or competitive with the business of the Company.

This NDA contains the entire agreement between the Parties regarding Confidential Information and supersedes all prior agreements, understandings, arrangements and discussions between the Parties regarding such subject matter.

This NDA shall terminate upon six (6) months from the date it was signed by Babylon below, or six (6) months from the last transaction of any other future agreement signed by the Parties, whichever is longer.