Finder'S Fee Agreement (Page 2 of 3) in pdf

Confidentiality.

(a)

As used in this Agreement, "Confidential Information" means all information concerning or related to Manager, the Fund and

their respective investors, portfolio companies and affiliates, regardless of the form in which such information appears and whether or not such

information has been reduced to a tangible form, and shall specifically include all financial statements, budgets, business plans or forecasts of

such parties; provided, that Confidential Information shall not include (A) information which is or becomes generally known to the public

through no act or omission of Finder and (B) information which has been or hereafter is lawfully obtained by Finder from a source other than

Manager so long as, in the case of information obtained from a third party, such third party is not subject to an obligation of confidentiality owed

to Manager at the time such Confidential Information is disclosed.

(b)

Except as otherwise permitted by subsection (c) below, Finder will not, without the prior written consent of Manager, disclose or

use for its own benefit any Confidential Information.

(c)

Notwithstanding subsection (b) above, Finder is permitted to (i) disclose Confidential Information to the extent specifically

authorized by Manager in writing, and Finder shall take all such action as is necessary or desirable in order to ensure that each of the persons or

entities to whom disclosure is authorized maintains the confidentiality of any Confidential Information that is so disclosed, and (ii) disclose

Confidential Information to the extent, but only to the extent, required by law.

(d)

Upon the termination of this Agreement for any reason, Finder will return to Manager all Confidential Information which has

previously been delivered to it (whether in paper form, electronic form or other format).

(e)

Finder acknowledges and agrees that Manager and the Fund would be irreparably damaged in the event that any of the

provisions of this Section are not performed by Finder in accordance with their specific terms or are otherwise breached. Accordingly, Finder

agrees that each of Manager and the Fund is entitled to an injunction or injunctions to prevent breaches of this Section and has the right to

specifically enforce this Section and the terms and provisions hereof in addition to any other remedy available at law or in equity.

(f)

Manager and the Fund agree to keep confidential any confidential information provided by Finder concerning the Target,

including the fact that it is available for acquisition. Notwithstanding the foregoing, Manager and the Fund shall be permitted to disclose

confidential information of a Target (i) to the extent required by law and (ii) to their respective officers, directors, employees, affiliates, investors

and advisors who need to know such information in connection with an evaluation of a potential investment in the Target (provided that Manager

shall take all such action as is necessary or desirable in order to ensure that each of the persons or entities to whom disclosure is authorized

maintains the confidentiality of any Confidential Information that is so disclosed). Upon written request, Manager will return to Finder all

confidential information of the Target which has previously been delivered to it (whether in paper form, electronic form or other format).

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent

of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such

provision in any other jurisdiction.

Representations of Finder. Finder covenants, represents and warrants to Manager that Finder has and will maintain all licenses,

permits and other authorizations required by applicable laws, rules or regulations in order to perform the services hereunder, and Finder will

conduct its activities in connection with its engagement hereunder in compliance with all applicable securities and other laws, rules and

regulations. Finder will indemnify, defend and hold Manager, the Fund and their respective officers, directors, investors and affiliates harmless

from and against any losses, claims, damages, costs and expenses or other liabilities any such indemnified party incurs as a direct or indirect

result of any breach by Finder of the foregoing covenant, representation and warranty or any other breach by Finder of its obligations hereunder.

Miscellaneous. This Agreement: (a) may be amended only by a writing signed by each of the parties; (b) may not be assigned,

pledged or otherwise transferred, whether by operation of law or otherwise, without the prior consent of the other party; (c) may be executed in

several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument; (d) contains the

entire agreement of the parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all

contemporaneous oral agreements, relating to such transactions; (e) shall be governed by, and construed and enforced in accordance with, the

laws of the Commonwealth of Pennsylvania; and (f) shall be binding upon, and inure to the benefit of, the parties and their respective heirs,

successors and permitted assigns. The waiver by a party of any breach or violation of any provision of this Agreement shall not operate or be

construed a waiver of any subsequent breach or violation hereof.

MANAGER

By: __________________________________

Title: _________________________________

FINDER:

By:

Title: _________________________________

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Finder'S Fee Agreement Page 2

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