Section 3 of 4

Mosaic Research Management, LLC
Consultant Agreement

By clicking below, you agree to provide certain consulting services to Mosaic Research Management, LLC (“MRM”), and potentially to a client of MRM (a “MRM Client”), and you agree to become a MRM Consultant pursuant to the terms of this Consultant Agreement (the “Agreement”). In addition, by clicking below, you acknowledge that, in connection with your being a MRM Consultant, MRM and MRM Clients may rely on the acknowledgements and undertakings set forth below.

1. Introduction. As you know, MRM provides industry executives and professionals the opportunity to become a MRM Consultant and to provide consulting services (“Services” or “Consultations”) to MRM Clients. You acknowledge that MRM Clients are investment management firms and are in the business of investing and trading in securities. In addition, you acknowledge that MRM Clients may, in the course of making investment decisions, utilize the information that you provide to them. Your participation as a MRM Consultant is in your personal capacity and not on behalf of any other entity.

2. Confidentiality of Engagement. You shall keep confidential your engagement with MRM and MRM Clients and the information (including the content and substance of any information or opinion) that you transmit to MRM or MRM Clients. In addition, you shall keep confidential and not use any information disclosed to you by or on behalf of MRM or any MRM Clients.

3. Conflict of Interest. As a MRM Consultant, you are responsible for compliance with all applicable laws, rules and regulations, and with any contractual relationships or fiduciary duties that are binding on you. You agree to decline participation in this or any consultation with MRM or any MRM Clients that presents or may present a conflict of interest or an appearance of a conflict of interest. A conflict of interest could include any activity that may violate an obligation that you may have to any other person, including any past or present employer, self-regulatory organization or professional association. In addition, you represent that you are not subject to an employment contract or non-disclosure agreement with any company including your current employer (if you are currently employed) that would prevent you from engaging in a consulting relationship with MRM or any MRM Clients. You agree to notify MRM in writing prior to any call or in person meeting should there be any concerns regarding a prior agreement to which you are a party or to any conflict of interest considerations.

4. Sources of Information. As a MRM Consultant, you agree that the information you provide to MRM or any MRM Client: (a) shall be based upon information available to the public from sources reasonably believed to be reliable; (b) shall not have been obtained through any act of misappropriation or unlawful means by any person; and (c) shall not violate any obligation or confidentiality or other duty owed to the source of the information. In addition, you agree not to engage in any discussions with directors, officers, employees or consultants, or any persons who have held such status during the prior six (6) months, of a publicly traded company (a “Public Company”) that you are researching for, or will be discussing with, MRM or a MRM Client.

5. Non-Disclosure of Confidential or Material Non-Public Information.
A. You acknowledge that laws generally prohibit the misappropriation, use, dissemination, and/or disclosure of confidential information. As a MRM Consultant, you agree to keep confidential all materials and information that you obtain in connection with a Consultation (“Confidential Information”). Confidential Information, whether written, electronic, oral or otherwise, includes all materials and information pertaining to MRM and MRM Clients, including the operation, business, products, services, projections, market goals, financial affairs, intellectual property, and trade secrets of MRM and its Clients, as well as MRM Client names, MRM employee names, and information pertaining to the Consultations for such MRM Clients (including the content and substance of any information or opinion), in addition to the use and participation of Research Provider by certain of MRM’s clients. You agree to hold all Confidential Information in strict confidence and you agree not to disclose any Confidential Information for any purpose. You shall not use any Confidential Information for your own benefit or for that of any third party. Additionally, MRM and/or MRM’s clients will not publish or disclose, without prior written consent of the Research Provider or the Company any Confidential Information pertaining to the Research Provider or the Company, except as required by law, regulation, rule or court order.

Confidential Information shall not include information that: (i) is or becomes publicly known without violation of this Letter Agreement; (ii) you show, through written records, was rightfully known by you without violation of any restriction; or (iii) you are legally obligated to disclose. If you receive a request to disclose Confidential Information by a court or other governmental body, you shall provide MRM with reasonable advance notice of such disclosure.

B. You agree not to transmit information to MRM or any MRM Client if you believe that to do so would result in a violation of any duty that you owe to a third party (including a breach of contract or of a confidentiality agreement), including a current or former employer. You agree not to transmit information if you believe that someone breached a duty of confidence by disclosing the information to you, and you agree not to transmit information where the source of the information believes that you agreed to hold such information in confidence.

C. You agree not to transmit to MRM or any MRM Client any material non-public information (or similar concept as defined under any applicable law or regulation) concerning any Public Company. By offering your knowledge to MRM or any MRM Client, you represent that you have sufficient knowledge to make a reasonable determination of what constitutes material, non-public information, and that, when in doubt, you will refrain from passing along such information.

Information about a security is “material” if a reasonable investor would consider it important in making an investment decision. If the disclosure of information would affect the market price of a security, that information is likely to be material. Examples of information that is likely to be material include: mergers and acquisition negotiations; significant changes in management; changes in debt ratings; significant litigation or governmental investigation; changes in earnings estimates or actual earnings; changes in dividend policies; labor negotiations; and preliminary indication of a new product or other major development. Information need not relate specifically to the issuer of securities (e.g., earnings news) in order to be material. Information about the market for a security could also be material. For example, knowledge that an investor intends to buy or sell a large amount of a security, or knowledge that a firm intends to recommend buying or selling a security could easily be material if it can be expected to affect the market for the security.

Information is “non-public” if it has not been disseminated in a manner making it available to investors generally. Information becomes public when one can identify a fact that shows the information to be generally available, such as publication in Dow Jones, Reuters Economic Services, the Associated Press, United Press International, The New York Times, The Wall Street Journal, or a publication of general circulation. Disclosure to a small group of people, such as brokerage firm research analysts or institutional investors, does not make information public.

D. You agree not to provide information that relates in whole or in part to any public company with respect to which you: (i) are, or have been during the past six (6) months, a director, officer or other employee of such company or its affiliates, or served during the past six (6) months such company or its affiliates as a consultant, advisor or in a similar capacity; (ii) possess, together with your affiliates, sole or shared power to vote or dispose of an aggregate of 5% or more of any class of equity securities of such company; (iii) have any other significant relationship that could result in access to material non-public information about such company; or (iv) have or expect to have material non-public information about such company. You agree to not provide reports or information relating in whole or in part to a medical or clinical trial or drug/medical device study in which you or your current or former employer or affiliate are participating, or have participated during the past six (6) months. A public company for these purposes is an issuer of securities whose securities, or derivatives of such securities, trade on at least one stock exchange or in the over the counter market.

6. Compliance with Law. In transmitting information to MRM or any MRM Client, you agree to abide by all relevant laws, regulations and standards of care. In complying with relevant law, you understand that the information provided to MRM or its clients will be used for investment purposes. Further, you represent that you have never been: (a) convicted of a felony; or (b) the subject of an investigation by a securities regulator or other regulatory authority (state, federal or foreign); or (c) a defendant in any proceeding where fraud or violation of laws or regulations including the taking of a false oath, the making of a false report, perjury or bribery or conspiracy to commit any such offense is alleged. If you hold a professional license, you represent that the license is valid and that you have not been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body in the past five (5) years.

7. Independent Contractor. You understand that you will perform the Services strictly as an independent contractor and that your status as an MRM Consultant does not create an employment relationship between you and MRM, or between you and any MRM Client. You will be paid either by MRM or by a MRM Client directly, depending on the particular arrangement MRM has with the MRM Client. Neither MRM nor any MRM Client will withhold federal, state, or city income taxes or other similar withholdings from any payment to you. Either MRM or a MRM Client will issue a Form 1099 to you at the appropriate time. The engagement letter accompanying this Agreement provides additional information about your fees and payment.

8. Future Solicitation. You agree that for a period of one (1) year from the completion of any Consultation with a MRM Client to whom you have been first introduced by MRM, you will not solicit services from or propose any kind of consulting or similar relationship to such MRM Client without MRM’s prior written consent (which consent may be withheld in MRM’s sole and absolute discretion). You also agree that, for a period of one (1) year after the termination of your relationship with MRM for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of a MRM Client to whom you have been first introduced by MRM or any employee of MRM.

9. Third Party Beneficiary. You acknowledge that any MRM Client for whom you perform Consultations hereunder is an intended third party beneficiary of this Agreement and has the same rights and expectations as MRM with respect to any breach by you of your representations, warranties and covenants hereunder.

10. Material Customers or Suppliers.  Material Customers or Suppliers (as defined in the corporate literature and financial statements of the target company involved in the consulting project) acknowledge that MRM does not want the Customers or Suppliers to discuss or disclose to MRM or its Clients any confidential or proprietary information in their possession concerning or belonging to their employer, previous employer(s), clients or other such parties.  Accordingly, the Customers or Suppliers represent that they will not disclose any such information, including without limitation, confidential or proprietary information relating to any customer, supplier, lender or affiliate of their employer or of the target company of the consulting project.   The Customers or Suppliers acknowledge that they will abide by all terms of their business agreement with the target company of the consulting project, including any terms respecting the protection of confidential and proprietary information.
11. Indemnification. You agree to indemnify and hold harmless, and at MRM’s request defend, MRM and its affiliates and assigns and each of its and their officers and employees from and against any and all losses, costs, suits, claims and proceedings (including reasonable attorneys’ fees and court costs) to the extent arising out of or relating to: (a) your willful misconduct or negligence in your performance of this Agreement; or (b) your breach of the terms and conditions of this Agreement.

12. Limitation of Liability.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL MRM BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS A MRM CONSULTANT, OR YOUR INTERACTIONS OTHERWISE WITH MRM OR MRM CLIENTS. MRM SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF MRM ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID BY MRM TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SERVICES IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN. MRM agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services as under this Agreement, so long as such damages do not arise out of or relate to a failure by you to comply with this Agreement, or conduct that constitutes gross negligence or willful misconduct. Collectively, the terms in this paragraph constitute the “Limitation of Liability.”

13. Miscellaneous. This Agreement, any exhibits and schedules hereto, and any other documents referred to herein, constitute the entire agreement and understanding between you and MRM regarding the subject matter of this Agreement. This Agreement and any of its terms may be changed, amended, waived, discharged or terminated only in writing signed by both you and MRM. You or MRM may terminate this Agreement with or without cause, at any time, by written notice to the other party. Upon termination of this Agreement by MRM, MRM will pay you all compensation then owing and unpaid. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect any of the terms of this Agreement.

By responding to this Agreement with your assent, you are agreeing to each term and condition outlined in this Agreement.

THE ABOVE TERMS AND CONDITIONS SHOULD BE CAREFULLY READ, UNDERSTOOD AND ACCEPTED BY CONSULTANT BEFORE PARTICIPATING IN CONSULTATIONS WITH MRM AND MRM CLIENTS. PLEASE CLICK BELOW TO SIGN THIS AGREEMENT AND THEREBY LEGALLY BIND YOURSELF TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. CLICKING BELOW IS THE EQUIVALENT OF CONSULTANT MANUALLY SIGNING THIS AGREEMENT.