Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC

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Master License Agreement Page 3 of 15 finances, marketing plans, business opportunities, personnel, research, development or know-how; provided that information is designated by the Disclosing Party as confidential in writing or, if disclosed orally, is identified as confidential at the time of disclosure. All technical and non -technical information related to the Software shall be deemed to be the Confidential Information of BlueConduit. All of Licensee’s non-public business information shall be deemed to be Confidential Information of Licensee. The Recipient, during and after the term of this Agreement: (a) shall use the same level of care to protect the confidentiality of the Disclosing Party’s Confidential Information as it does to protect its own Confidential Information, but not less than a reasonable degree of care; (b) shall not use any of the Disclosing Party’s Confidential Information except for the purpose of fulfilling its obligations or exercising its rights under this Agreement; (c) shall not, or permit others to, disclose, duplicate, transfer, sell, lease, or otherwise make any Disclosing Party Confidential Information available to others without the prior written consent of the Disclosing Party; and (d) shall not remove, or permit to be removed, any notice indicating the confidential nature of the Disclosing Party’s Confidential Information. The Recipient shall return the Disclosing Party’s Confidential Information at the earlier of the termination of this Agreement or upon the request of the Disclosing Party, except that the Recipient may retain a limited number of electronic backup copies of the Confidential Information a s are automatically created and retained by its standard backup processes and systems. The Recipient shall comply with its nondisclosure obligations under this Section with regard to these copies and shall destroy them in accordance with its normal destruction processes. The Recipient will not be obligated under this Section for information that: (A) is or becomes generally known or available through no act, or failure to act, of the Recipient; (B) is independently developed by the Recipient without use or reference to the Disclosing Party’s Confidential Information; (C) is lawfully obtained by the Recipient from a third party who has the right to make such disclosure; or (D) is approved in writing by the Disclosing Party for disclosure. If the Recipient receives a request to disclose all or any part of the Disclosing Party’s Confidential Information by a subpoena or order issued by a court or other governmental agency, to the extent permitted by applicable law, the Recipient shall: (a) immediately notify the Disclosing Party of the existence, terms and circumstances surrounding the request; (b) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow the request; and (c) if disclosure is required , cooperate as requested by the Disclosing Party, at the Disclosing Party’s expense, to obtain an order or other reliable assurance that confidential treatment will be accorded to the portion of Confidential Information as the Disclosing Party may designate. After the Effective Date, the parties shall treat any information that was previously disclosed under any standalone non-disclosure or confidentiality agreement between them (the “Existing NDA”) in accordance with this Section; the Existing NDA is hereby terminated and of no further force or effect. 7.LIMITED WARRANTY, REMEDY, AND DISCLAIMER BlueConduit warrants that for a period of ninety (90) days after the Effective Date the Software will perform substantially in accordance with its Documentation. (The Parties acknowledge that their rights and obligations regarding Software performance after this period are governed by Section 4 (Software Maintenance and Support Services).) BlueConduit does not warrant that the operation of the Software will be completely uninterrupted or error-free. Licensee must provide a detailed written notice of any alleged warranty failure promptly within the warranty period. BLUECONDUIT’S SOLE OBLIGATION AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY FAILURE OF THIS WARRANTY IS THE CORRECTION OR REPLACEMENT, AT BLUECONDUIT’S OPTION, OF THE NONCONFORMING SOFTWARE; IF BLUECONDUIT IS UNABLE TO CORRECT OR REPLACE THE SOFTWARE, THEN BLUECONDUIT WILL REFUND THE FEES PAID FOR THE NONCONFORMING SOFTWARE. To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AND THE PARTIES DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. IF LICENSEE REQUESTS THAT PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF SOFTWARE BE PROVIDED, THIS SOFTWARE IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND.