[Effective Date]

To: [COMPANY]

[email@example.com]

Subject: Due Diligence Report Access

Dear [Party Name]:

[COMPANY] (“we,” “us,” “our,” and “[COMPANY]”) has been informed by [COMPANY] (the “Client”) that it wishes to share with [COMPANY] and its affiliates (collectively, “Recipient”) [COMPANY]’ draft due diligence report and supporting schedules and analyses (the “[COMPANY] Report”) regarding the Client and that it may wish [COMPANY] to participate in discussions with Recipient about the [COMPANY] Report and [COMPANY]’ services (the “Discussions”).

Recipient agrees that (a) the [COMPANY] Report was prepared for the Client, is focused on issues the Client has identified as being of particular interest to it, and is limited to information gathered through the procedures that the Client requested us to perform; (b) the procedures performed were undertaken as an advisory service to the Client and do not constitute an audit of the Client’s financial statements; (c) the [COMPANY] Report is subject to many limitations and does not provide any form of assurance regarding the information discussed; and (d) [COMPANY] has not performed due diligence procedures for any period subsequent to the date of the [COMPANY] Report.

By executing this letter agreement, Recipient acknowledges that it understands and accepts the scope and limitations of the [COMPANY] Report. Recipient further represents that it has performed or will perform its own due diligence inquiries and procedures for the purpose of satisfying itself regarding the financial condition and control environment of the Client and for all other purposes.

Recipient agrees that it will not share the [COMPANY] Report or the information contained in the [COMPANY] Report or the Discussions with anyone other than Recipient’s directors, officers, employees, or legal and professional advisors (each acting strictly in an advisory capacity) (collectively, “Representatives”) who, in each case, need to know its contents in order to evaluate the proposed transaction for Recipient, and who are required to comply with the terms and conditions of this letter agreement to the same extent as Recipient.

Without limiting the foregoing, Recipient agrees that in no event will any Representatives be permitted to obtain access, directly or indirectly, to the [COMPANY] Report, any information communicated by [COMPANY] in the Discussions, or any portion of any thereof, in connection with functions concerning any fairness opinion, credit rating or credit enhancement, brokering or underwriting of any insurance, or financing (in the role of investor, agent, intermediary, underwriter, syndicator, lender or other similar capacity).