Client Onboarding Portal

1.

Evaluation Material will only be used for the purposes of evaluating the Transaction. Evaluation Material will be kept confidential, except in disclosing information to your "Representatives" if applicable (including financial advisors, attorneys and accountants). You shall make your Representatives aware of the terms of this agreement and obtain their agreement to be bound hereby.

2.

At your request, we shall promptly destroy all copies of the Evaluation Material in our possession. Legacy will be permitted to retain a) one copy of the material for the purposes of and so long as required by any law, court, regulatory agency, or governmental or self-regulating independent authority or established document retention policies; and b) copies of any computer records and files containing any Confidential Information which have been created pursuant to automatic archiving and back-up procedures. Any oral Evaluation Material will continue to be held subject to the terms of this agreement.

3.

Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of Confidential Information.

4.

The parties agree that neither the disclosing party or its representatives make any representation or warranty (expressly or implied) with respect to the disclosed information, including its accuracy or completeness. This Agreement sets forth all obligations of the parties, except as may be otherwise provided in a subsequent written definitive agreement. Only those representations or warranties which are made in a written definitive agreement regarding the transaction shall have any legal effect.

5.

Neither party will assign or transfer any rights or obligations under this Agreement without the express prior written consent of the other party.

6.

This Letter will be governed in accordance with the laws of the State of Delaware and you irrevocably submit to the exclusive jurisdiction of the courts of the United States of America.