PBR GROUP

NONDISCLOSURE AGREEMENT

WHEREAS, the Recipient recognizes and acknowledges the competitive value and confidential nature of the Proprietary

Information and that irreparable damage could result to the Company if any Proprietary Information was disclosed to any third

party or used for any purpose;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, and as a condition to the Recipient having access to any Proprietary Information, the parties hereto agree as follows:

1. Non-Disclosure and Non-Use. The Recipient shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information in any manner whatsoever. The Recipient shall not use any Proprietary Information for its own benefit or for the benefit of any third party. The Recipient shall use all necessary means to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Proprietary Information. No copies, reproductions or other images of Proprietary Information may be made.

2. Description of Proprietary Information. “Proprietary Information” shall be deemed to include all information,

materials, and ideas disclosed by the Company, or any of its representatives or agents, to the Recipient (in writing, electronically,orally or in any other form) pursuant hereto, including, without limitation, (A) business plans, technical data, product ideas,contracts and financial information; (B) schematics, techniques, employee suggestions, development tools and processes,computer printouts, computer programs, design drawings and manuals, and improvements; (C) information about costs,profits, markets, and sales; (D) plans for future development and new product concepts; and (E) all documents, books, papers,drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means. Proprietary Information shall exclude materials, information and ideas that the Recipient can demonstrate: (i) are, or which it can demonstrate become, publicly known through no act or omission of the Recipient; (ii) through written records were known to the Recipient prior to its receipt from the Company or any of its representatives or agents, or were or become available to the Recipient on a non-confidential basis from a third party that rightfully possessed the information, materials, or ideas; or (iii) were independently developed by the Recipient. The Recipient may, in addition, use or disclose Proprietary Information if and to the extent (1) required by any requirement or order of any governmental authority; (2) otherwise required by law; or (3) necessary to establish its rights under this Agreement; provided, that, in each case, the Recipient will first notify the Company of such requirement, permit the Company to contest such requirement, and cooperate with the Company in limiting the scope of the proposed use or disclosure and/or obtaining appropriate further means for protecting the confidentiality of the Proprietary Information. Proprietary Information shall not be deemed to be generally known to the public or to be in the Recipient’s possession merely if it (a) is specific information that falls within an area of general knowledge available to the public or to the Recipient, but without the specific Proprietary Information, including its meaning and importance, being public knowledge or known to the Recipient; or (b) can be reconstructed from a combination of information that can be pieced together from multiple sources that are available to the public or to the Recipient, if no one of those sources actually lead one to the entire combination, together with its meaning and importance.

3. Continuing Obligations. The obligations of the Recipient hereunder shall remain in full force and effect indefinitely.

4. Confidentiality of Discussions. Without the prior written consent of the Company, the Recipient shall not, and shall direct its legal and financial advisors not to, disclose to any person, either the fact that Proprietary Information has been made available to it. Such facts shall be deemed to be included in “Proprietary Information” for all purposes of this Agreement.

5. Choice of Law. This Agreement shall be governed by the laws of the State of California without giving effect to its conflict of law rules.

6. Remedies. This Agreement is to and for the benefit of the Company. The Recipient recognizes that its violation of this Agreement could cause the Company irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, the Recipient agrees that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate. This right shall be in addition to any other remedy available to the Company at law or in equity.

7. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

8. General. This Agreement shall be binding upon and for the benefit of the Recipient, the Company, and their successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes and replaces any existing agreement entered into by the Recipient and the Company relating generally to the same subject matter, and may be modified only in a writing signed by the Company.

IN WITNESS WHEREOF, the Company and the Recipient have caused this Agreement to be executed as of the date

and year first written above.