Dear ,

In connection with your independent evaluation of the merits of buy and sell transactions for secondary and new issues of alternative funds and private companies, and market data reports (together as “Offerings”) as amended from time to time at NYPPEX, LLC (“NYPPEX”) (together NYPPEX, sellers, issuers and buyers for the Offerings referred to herein as the “Disclosing Parties”), you and any persons or entities affiliated with you (together as “You”), hereby agree to keep confidential any information You learn about the Disclosing Parties which includes their portfolios, prices, strategies, methods and means of doing business, financial statements, existence of Offerings and any other information not in the public domain (together as the “Confidential Information”), whether learned verbally from a source within or affiliated with the Disclosing Parties or in writing from documents provided to You by the Disclosing Parties, for a period of two (2) years from the date of your acknowledgement (the “Agreement”).

Upon your viewing of Offerings at NYPPEX, those Offerings shall automatically revise and amend this agreement. You agree to not make any copies, photocopies, or other reproductions of the Confidential Information, or any portions thereof. You shall be responsible that the Confidential Information provided to You is not released by You to any other persons. You agree to be responsible for the complete destruction or deletion of all written Confidential Information within thirty (30) days after your evaluation or You shall return to NYPPEX the Confidential Information by certified mail. Confidential Information does not include any information which (a) at the time disclosed or obtained is in the public domain; (b) after being disclosed or obtained becomes part of the public domain through no act, omission or fault of You; (c) prior to disclosure to You by the Disclosing Parties, was already in your possession as evidenced by written records kept in the ordinary course of business by You, (d) becomes available to You from a third party after disclosure by the Disclosing Parties, provided to your knowledge such third party does not have a duty of confidentiality to Disclosing Parties with respect to such information or (e) is required to be disclosed by applicable laws or regulations or by valid subpoena or order of a court of competent jurisdiction. However You will be able to retain copies of such Confidential Information to abide by government regulations and its internal document retention policy.

You agree that your consideration is the opportunity for You to achieve your investment objectives and other good and valuable property the sufficiency and receipt of which are hereby acknowledged and agreed is fair in exchange for the Disclosing Parties to provide You access to the Confidential Information. When contacting your advisors, You are responsible to provide them with written notice that the Offering’s information is non-public and constitutes Confidential Information. Nothing in this Agreement shall obligate either You or the Disclosing Parties to propose, discuss, negotiate, enter into or consummate any particular Offering. This Agreement shall be in full force and legal effect upon your signature hereunder and be governed by and construed in accordance with the laws of the State of Delaware.

Account Name:

Your Name:

Date: