In connection with your consideration of the possible acquisition of a company (and/or any applicable related entities, or the assets of any such company or entity) engaged in the practice of veterinary services (collectively, “Company”), you have requested that Practice Sales Advisors LLC (“Practice Sales Advisors”) furnish you information about the Company. As a condition to your being furnished such information, you agree to treat the Evaluation Material (as defined below) which Practice Sales Advisors or the Company or its advisors subsequently agrees to furnish to you in accordance with the provisions of this Confidentiality and Non-Disclosure Agreement (“Agreement”). For purposes of this Agreement, “you” shall mean your organization identified above and all of its affiliates and subsidiaries. “Evaluation Material” means all confidential and proprietary information (whether written, oral, electronic or otherwise and whether such information is marked or identified as confidential or not) obtained from Practice Sales Advisors, the Company, or its advisors, including data concerning the Company’s business, customers, finances, business plans, projections, operations, or personnel, the knowledge that the Company may be considering a sale, or even the fact that information has been provided. Evaluation Material does not include information which (i) is already in your possession (as can be reasonably demonstrated by your files and records), (ii) is or becomes generally available to the public other than as a result of any action by you or your directors, shareholders, officers, managers, members, partners, employees, (collectively, “Internal Agents”) or your third party agents, actual or potential financing sources, financial advisors, legal counsel, accountants, consultants or advisors (such third parties, collectively with Internal Agents, your “Agents”), or (iii) is or becomes available to you on a non-confidential basis from a source other than Practice Sales Advisors, the Company or its advisors, provided that such source is not known by you to be bound by a confidentiality agreement with or other obligation of secrecy to the Company or another party. You hereby agree that the Evaluation Material will be used solely by you for the purpose of evaluating a possible acquisition by you of the Company or its assets and that such information will be kept strictly confidential by you and your Agents. You hereby assume full responsibility for the compliance of your Agents to the terms of this Agreement. Accordingly, as between you and the Company, you shall be responsible for any use or disclosure of Evaluation Material by your Agents that would constitute a breach of this Agreement. In the event that the Company has knowledge that a breach of this Agreement has occurred, you agree to provide a list of those persons to whom any Evaluation Material has been disclosed to the Company at its request. You agree to take commercially reasonable measures to protect the secrecy of and avoid disclosure or use of the Evaluation Material in order to prevent it from falling into the public domain or the possession of persons other than those of your Agents authorized by this Agreement to have the Evaluation Material. In addition, without the prior written consent of the Company, you will not, and will direct and cause your Agents not to, disclose to any person (other than your Agents) (i) any Evaluation Material, (ii) the fact that the Company is considering or engaging in any type of activity associated with a potential sale of itself or any of its assets and/or (iii) either the fact that discussions or negotiations are taking place concerning a possible acquisition by you or anyone else of the Company or its assets or any of the terms, conditions, or other facts with respect to such possible acquisition, including the status thereof. You understand and agree that disclosure in violation of the previous sentence, including of information contained in the Evaluation Material or facts regarding these negotiations or discussions to competitors, dealers, suppliers, tenants, employees, customers or any other person may irreparably harm the Company. You therefore agree to notify the Company promptly if you have knowledge of any breach of the confidentiality and non-use requirements of this Agreement. You also acknowledge that a breach or threatened breach by you of any of your obligations under this Agreement may give rise to irreparable harm to the Company for which monetary damages may not be an adequate remedy and you hereby agree that in the event of a breach or a threatened breach by you of any such obligations, the Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction. In the event that you and/or your Agents are compelled or requested in any proceeding, or by any court, arbitrator, tribunal, or other governmental body or by law or the rules or regulations of any stock exchange or securities regulator or under any other applicable legal requirement, to disclose any Evaluation Material, you agree, to the extent legally permissible, to give the Company prompt notice of such request and the documents requested thereby so that the Company may seek an appropriate protective order. It is further agreed that, if in the absence of a protective order you are nonetheless, in the opinion of your counsel (including in house counsel), required to disclose Evaluation Material to any court, arbitrator, tribunal, or other governmental body or required to disclose such information by law or the rules or regulations of any stock exchange or securities regulator or are advised by your counsel (including in house counsel) to disclose Evaluation Material, you and your Agents may disclose such information to such agency or body without liability hereunder; provided, however, that, to the extent allowed by law, you give the Company written notice of the information to be disclosed (including copies of the relevant portions of the relevant documents) as far in advance of its disclosure as is reasonably practicable, use all commercially reasonable efforts to limit any such disclosure to the precise terms of such requirement and use reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such information. You further agree not to initiate or maintain contact with any officer, director, or employee of the Company regarding the Company’s business, customers, operations, prospects, or finances except with the express permission of the Company and will direct and cause your Agents not to initiate or maintain such contact, provided that to the extent you have any ongoing business with Company, you may continue such contact(s) in the ordinary course of business and consistent with past practice so long as such contacts do not involve any mention of the Evaluation Material or any possible transaction contemplated herein. Without limiting the foregoing, all (i) communications regarding this possible transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, and (iv) discussions or questions regarding this transaction, will be submitted or directed only to Practice Sales Advisors or the Company’s designated representative(s). Except as may be set forth in a definitive agreement, you understand and acknowledge that any and all information contained in the Evaluation Material is being provided without any representation or warranty, express or implied, as to its accuracy or completeness and that it is your responsibility to perform a due diligence review at your cost and expense with a scope sufficient for your purposes prior to any acquisition. You agree that, except as may be expressly provided pursuant to the terms of a definitive agreement, neither the Company nor its representatives or its advisors shall have any liability to you or any of your Agents resulting from the use of the Evaluation Material. The parties hereto agree that unless and until a definitive agreement between you and the Company (with respect to any possible transaction) has been executed and delivered, neither you nor the Company will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or any written or oral expression with respect to such a transaction by any of your or the Company’s directors, officers, employees, agents, or any other representatives or advisors except, in the case of this Agreement, for the matters specifically agreed to in this Agreement. All information in the Evaluation Material delivered pursuant to this Agreement shall be and remain the property of the Company. No rights or licenses under any trade names, information or materials, or other information in the Evaluation Material disclosed or supplied under this Agreement are granted by this Agreement, by implication or otherwise. Nothing contained herein or in any subsequent communications shall bind you or the Company to negotiate a transaction or to enter into a definitive agreement. In the event that you do not proceed with the transaction that is the subject of this Agreement or at the Company’s request, you shall promptly destroy all written materials containing or reflecting any information contained in the Evaluation Material and you agree that you shall not retain any copies, extracts, or other reproductions in whole or in part of such written material. All documents, memoranda, notes, and other writing whatsoever prepared by you or your Agents based on the information contained in the Evaluation Material shall be destroyed promptly in accordance with this Agreement. Notwithstanding the foregoing, you and your Agents shall not be obligated to delete or erase any Evaluation Material contained in an archived computer system backup in accordance with your or their security and/or disaster recovery procedures, as the case may be. Further, no information derived from reviewing the Evaluation Material may, either directly or indirectly, be used for your benefit or for the benefit or advantage of any other person or entity. Upon request, you will confirm any such destruction of Evaluation Material to Practice Sales Advisors in writing. Any information in the Evaluation Material retained will remain subject to the terms of this Agreement. You agree that you shall not, and you shall direct your Internal Agents not to, for a period of one (1) year after the date of execution of this Agreement, entice, solicit or encourage any employee of the Company to leave the employment of the Company or to enter into direct competition with the Company or to enter into a business venture with any employee of the Company that directly competes with the Company. The parties hereto acknowledge and agree that the confidentiality obligations shall continue for a period of five (5) years after the date of execution hereof; provided, however, that, with respect to any Evaluation Material that constitutes a trade secret under applicable law, the rights and obligations under this Agreement shall survive such expiration until, if ever, such Evaluation Material loses its trade secret protection other than due to an act or omission of you and your Agents. This Agreement is for the benefit of the Company and its owners, whose rights are being protected herein, and those parties may enforce the terms of this Agreement as if they were a direct party to this Agreement. Accordingly, the Company and its owners shall be deemed third party beneficiaries of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of Georgia, without regard to the principles of conflict of laws of the state of Georgia. Any disputes arising out of or related to this Agreement shall be resolved in the state or federal courts located in Glynn County, Georgia. Each party submits to the jurisdiction of these courts and waive any objections based on personal jurisdiction, improper venue, or forum non conveniens. This Agreement contains the entire agreement between us concerning the confidentiality of the Evaluation Material. No provision of this Agreement may be waived, amended or modified in whole or in part, nor any consent given, unless approved in writing by duly authorized representatives of the parties, which writing specifically refers to this Agreement. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any process letter, offering memorandum, web-based database or similar repository of Evaluation Material to which you or your Agents are granted access in connection with the potential transaction. This Agreement may not be assigned by you. In the event that any provision of this Agreement is deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby, such provision shall be deemed to be amended as is necessary to cause such provision to be valid or enforceable, and such amendment shall apply only with respect to the operation of such provision in the particular jurisdiction in which such the provision was found to be invalid, illegal or unenforceable. The rights and obligations of the parties hereto and of the Company shall be binding upon, and shall inure to the benefit of, the parties hereto, the Company and their respective successors and assigns. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. By signing below you agree that you have been duly authorized on behalf of the entity identified below to bind such entity to the terms included herein and that you have read, understood, and agree to the terms of this Agreement.