CONFIDENTIALITY AGREEMENT

[COMPANY], a California limited liability company (“Recipient” or “[COMPANY]”) has requested that [COUNTERPARTY] Inc., a company organized under the laws of British Columbia (“[COUNTERPARTY]”) furnish Recipient with, or cause Recipient to be furnished with, certain Confidential Information (as defined below), in connection with discussions between Recipient and [COUNTERPARTY] relating to, and Recipient’s evaluation, negotiation and/or consummation of a possible negotiated transaction involving [COUNTERPARTY] or any of its affiliates or subsidiaries and the Recipient and/or its affiliates (the “Transaction”). As a condition to furnishing such Confidential Information, [COUNTERPARTY] has required that Recipient execute this Confidentiality Agreement (the “Agreement”) to evidence its agreement to be bound as follows:

The term “Confidential Information” means all confidential, proprietary or non-public information disclosed to Recipient or its Representatives (as defined below) by or on behalf of [COUNTERPARTY] in connection with the Transaction, whether disclosed on or after the date of this Agreement (regardless of the manner or form in which it is obtained, including without limitation all written, oral and electronic communications), together with those portions of any notes, analyses, compilations, studies, interpretations, documents or records including records prepared by either Party or any of its Representatives (as defined below) to the extent they contain such information, including, but not limited to: (i) financial information; (ii) the identity of [COUNTERPARTY]; (iii) the fact that [COUNTERPARTY] is pursuing a potential financing; (iv) the fact that information has been provided or discussions are taking place; and (v) information gained as the result of any inspection of the business of [COUNTERPARTY] and/or interviews with employees or representatives of [COUNTERPARTY] or its affiliates. Confidential Information does not include information that Recipient can reasonably demonstrate: (a) is, was or becomes published or otherwise is, was or becomes available to the general public through no breach of this Agreement by Recipient or its Representatives (as defined below); (b) was lawfully in the possession of Recipient or any of its Representatives on a non-confidential basis prior to the time of disclosure by or on behalf of [COUNTERPARTY] (provided, the identity of [COUNTERPARTY], and the fact of the Transaction shall not be deemed to have been made available on a non-confidential basis); (c) is, was or becomes subsequently available on a non-confidential basis to Recipient or any of its Representatives from a third party other than [COUNTERPARTY], or their affiliates; provided, that, in the case of (c) above, the source of such information was not actually known to Recipient at the time such information came into Recipient’s possession, became available to Recipient or was received, to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality, with respect to such information; or (d) is independently developed by the Recipient or any of its Representatives without violating obligations under this Agreement.