INVESTOR AGREEMENT Dated as of August 4, 2014 By and Between PFP III SUB II, LLC and NETREIT, INC.

Section 1.                          Definitions.  For purposes of this Agreement, the following terms have the indicated meanings:

Section 2.                          Investor Consent Rights.

(i)            waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby), for which the monetary damages being sought is in excess of $250,000 individually or in the aggregate;

(ii)            approve the Annual Budget (as defined in Section 6(b)(iii) hereof) for any Property or Properties and the Company;

(iii)            (x) commence an Insolvency Proceeding involving the Company or any of its Subsidiaries; (y) propose a written agreement of composition or extension of the debts of the Company or any of its Subsidiaries; or (z) make a general assignment for the benefit of the creditors of the Company and/or any of its Subsidiaries, or the filing or any other action in furtherance of an Insolvency Proceeding of the Company or any of its Subsidiaries;

(iv)            except with respect to NetREIT Dubose Model Home REIT, Inc. and NetREIT Dubose Model Home REIT, L.P., adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to the Company or any of its Subsidiaries;

(v)            enter into any transaction for the purchase or acquisition of any additional Property or Properties, or acquire, including by merger, consolidation, acquisition of stock or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof;

(vi)            enter into any transaction involving the sale, conveyance, alienation, encumbrance, mortgage, pledge or other disposition of all or any portion  of (x) any commercial Property (or any portion thereof or interest therein) or (y) any model home pursuant to an agreement that is not on arms'-length terms or which provides for non-market terms or conditions (e.g., the payment of a purchase price that is below the Fair Market Value of the applicable Property or bulk sales of any Property or Properties);

(vii)            enter into any financing or refinancing transaction involving any Property or Properties and the terms of any such financing or refinancing (including any mezzanine financing secured by a direct or indirect interest in the owner of a Property) that (x) would violate the aggregate ITV Ratio covenant set forth in Section 9(a) of this Agreement with respect to either the individual Property or the Company and its Subsidiaries, taken as a whole, (y) would violate the provisions of any of the Senior Loans or any agreements, instruments or similar documents in respect of such Senior Loans (collectively, the "Senior Loan Documents") or (z) that contains any non-market terms and conditions;

(viii)            make or incur any capital expenditures or other discretionary expenditures that are not included in the Annual Budget or are in excess of ten percent (10%) of the budgeted amount in the Annual Budget for such expenditures, provided that the deviation from the budgeted amount is in excess of $100,000 for such expenditures, other than expenditures which are made by the Company or any of its Subsidiaries in respect of matters involving safety concerns or emergency maintenance or repairs with respect to a Property;

(ix)            enter into any material amendment, modification, waiver or termination of any of the Senior Loans or the terms thereof that could reasonably be expected to have an adverse effect (economic or otherwise) on any of the Properties, the Investor, the Investor Preferred Stock or the Company's (or any applicable Subsidiary's or Subsidiaries') investment in any of the Properties;

(x)            enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Property Management Agreement;

(xi)            the selection or replacement of a Property Manager;

(xii)            enter into, modify or terminate, or waive any material rights or release any material claims or grant any consents or approvals under, a Major Contract;

(xiii)            enter into any transaction with any Subsidiary of the Company or any Affiliate of the Company or an Affiliate any of its Subsidiaries or the payment by the Company of any fee to any Affiliate of the Company or any of its Subsidiaries except pursuant to a written property management, asset management or leasing agreement or other contract approved in writing by Investor;

(xiv)            enter into any new, or amend or modify any Material Lease (except to the extent in accordance with leasing parameters which have been previously approved by Investor with respect to the applicable Property or Properties);

(xv)            except for issuances of Common Stock or securities convertible into or exchangeable for Common Stock, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of shares of its capital stock or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of its capital stock or other securities or equity interests, including any securities convertible into or exchangeable for any of its capital stock;

(xvi)            except with respect to issuances of equity that is fully subordinated to the equity interests held by the Company and its Subsidiaries, admit any new member or substitute any new member into any JV Agreement or redeem or repurchase any member's interest in any JV, except for any mandatory redemptions as may be required pursuant to an applicable JV Agreement;

(xvii)            enter into any merger, consolidation, recapitalization or other business combination to which the Company or any of its Subsidiaries is a party, or effectuate a sale of all or substantially all of its assets;

(xviii)            amend, waive or otherwise modify, in any respect, any of its organizational documents;

(xix)            except as described on Schedule 2.1(xix), take any action that would constitute a default under, or which would involve a breach or violation of the terms under, any Senior Loans or any Senior Loan Documents;

(xx)            except to the extent permitted pursuant to Section 9(b) hereof, the Certificate of Designations and any applicable Senior Loan Documents, incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise);

(xxi)            take any action in respect of the enforcement of the Company's or any Subsidiary's rights under any of the Senior Loans or any of the Senior Loan Documents (other than requesting and receiving loan advances or disbursements in accordance with the terms of the Senior Loan Documents);

(xxii)            settle, adjust or compromise any insurance claim or condemnation action relating to any Property with respect to any amount that is in excess of four percent (4%) of the Fair Market Value of such Property or which settlement, adjustment or compromise would require the consent of any lender under the applicable Senior Loan;

(xxiii)            change the size of the Board of Directors;

(xxiv)            remove or replace any of the Company's officers or other senior management personnel;

(xxv)            directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its capital equity or other securities or equity interests, or declare or pay any dividend or other distribution to equityholders of the Company or any of its Subsidiaries except to the extent required pursuant to any of the Investment Documents, any applicable organizational documents of the Company and its Subsidiaries, or the Code as a condition to REIT status; provided, however, that the Company and/or its Subsidiaries may (x) make redemptions of equity interests held by third parties (i.e., excluding redemptions from Affiliates, officers, managers or directors) in its reasonable discretion which involve an aggregate amount that is less than $100,000 per annum, (y) declare and pay dividends to equityholders of the Company and its Subsidiaries which are consistent with the Company's past practice (i.e., the Company may not increase the amounts of its dividend distributions), including as to the portion of such dividends that constitute cash (i.e., the Company may not increase the cash portion of its dividend distributions) and (z) redeem the Series 6.3% Preferred (as defined in the Certificate of Designations);

(xxvi)            amend or modify any provision of any of the Investment Documents;

(xxvii)                          make or rescind any material election relating to income taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to income taxes, file any amended tax return or claim for refund, or make any material change in its accounting or tax policies or procedures, in each case except as required by applicable law or in compliance with GAAP;

(xxviii)                           make any change in accounting methods, principles or practices, except as required by applicable law or in compliance with GAAP;

(xxix)            engage any accountants to work on behalf of the Company, other than Squar, Milner, Peterson, Miranda & Williamson, LLP; or

(xxx)             authorize or agree to take any of the foregoing actions.

Section 3.                          Transfer Restrictions.

(a)            Investor shall have the right, at any time, to Transfer its shares of Investor Preferred Stock to any other Person, without any requirement of obtaining the consent of the Company or any other Person, subject to (a) any restrictions on Transfer of such shares of Investor Preferred Stock as may be set forth in the Senior Loans or the Company's charter, or as may be imposed by any federal or state securities laws and (b) the Company's receipt of an "Ownership Limit Waiver", substantially in the form to be executed and delivered by the Investor.

(b)            Except with respect to NetREIT Dubose Model Home REIT, Inc. and NetREIT Dubose Model Home REIT, L.P., neither the Company nor any of its Subsidiaries shall Transfer, directly or indirectly, any equity interests that it owns in any Person that holds any interests in Properties, including any JV.  In furtherance of the foregoing, neither the Company nor any of its Subsidiaries shall, without the prior written consent of the Investor, (i) except for issuances of Common Stock or securities convertible into or exchangeable for Common Stock, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of shares of its capital stock or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any shares of its capital stock or other securities or equity interests, including any securities convertible into or exchangeable for any of its capital stock (other than Common Stock); (ii) declare or pay any dividend or other distribution to equityholders of the Company or any of its Subsidiaries except to the extent permitted pursuant to any of the Investment Documents, or required by any applicable organizational documents of the Company and its Subsidiaries, or the Code as a condition to REIT status; or (iii) enter into any agreement or arrangement with, or grant rights to (whether pursuant to any agreement or otherwise), any Person which would provide such Person with the right to exercise control over, approve of or consent to, any action which would constitute a Major Decision pursuant to the provisions of this Agreement; provided, however, that the Company and/or its Subsidiaries may (x) make redemptions of equity interests held by third parties (i.e., excluding redemptions from Affiliates, officers, managers or directors) in its reasonable discretion which involve an aggregate amount that is less than $100,000 per annum, and (y) declare and pay dividends to equityholders of the Company and its Subsidiaries which are consistent with the Company's past practice (i.e., the Company may not increase the amounts of its dividend distributions), including as to the portion of such dividends that constitute cash (i.e., the Company may not increase the cash portion of its dividend distributions) .

Section 4.                          Board of Directors Observer Right.  For so long as the Investor holds any shares of Investor Preferred Stock, the Company shall invite a representative of the Investor, who may be any individual identified by the Investor from time-to-time, to attend all meetings of the Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided.

Section 5.                          Indemnification for Transfer Taxes.

(a)            All transfer, documentary, sales, use, stamp, registration, value added and other such taxes and fees (including any penalties and interest) incurred in connection with any of the Investment Documents or in connection with the issuance of any shares of Preferred Stock to the Investor (or any redemption thereof or any default thereunder) shall be borne by and paid by the Company when due, and the Company shall, at its own expense, file all necessary tax returns and other documentation with respect to all such taxes and fees.

(b)            The Company will indemnify and hold Investor harmless against any claims for taxes and fees (including any penalties and interest) the payment of which is the responsibility of the Company pursuant to Section 5(a) above (but not for any other taxes unless indemnified pursuant to Section 7(g) below).

Section 6.                          Information and Inspection Rights.

(a)            For so long as the Investor is the holder of any shares of Investor Preferred Stock, the Company, at the Company's sole cost and expense, shall furnish or cause to be promptly (but in any event within ten (10) business days of filing) furnished to Investor all documents which it publicly files, together with such documents and information as it provides to the lenders under the Senior Loans, such documents and information to be provided in such manner and in accordance with the delivery times as are set forth in the Senior Loan Documents.

(b)            For so long as the Investor is the holder of any shares of Investor Preferred Stock, the Company, at the Company's sole cost and expense, shall furnish or cause to be furnished to Investor such financial information regarding the Company and its Subsidiaries as Investor may reasonably request from time to time, including, without limitation:

(c)            a completed REIT checklist form, containing the items set forth on Schedule 6.1(c) attached hereto, and including:

(i)            a quarterly representation from the Company to the effect that it affirmatively meets all REIT requirements specified in Sections 856 through 859 of the Code;

(ii)            a detailed quarterly asset test to be provided within twenty-five (25) days after the end of each calendar quarter, such test to be documented using tab "Sch 3 - Asset Test" of Schedule 6.1(c) as a template; for any partnership interest owned, the Company shall include its proportionate share of each asset held by the lower-tier partnership;

(iii)            (x)  a representation from the Company to the effect that it does not own more than ten percent (10%) of the voting interest or value of stock or securities of any one issuer, unless the issuer is wholly-owned by the Company or has made a TRS election; and (y) a representation from the Company that it does not have more than five percent (5%) of its assets invested in stock or securities of any single issuer, unless the stock or securities is wholly-owned by the Company or has made a TRS election;

(iv)            a detailed income test to be provided within twenty-five (25) days of the end of each of the third and fourth calendar quarters, such test to be documented using tabs "Sch 1 - Income Tests" and "Sch 1A - Rent" of Schedule 6.1(c) as a template; for any partnership interest owned, the Company shall include its proportionate share of each asset held by the lower-tier partnership; 

(v)            the DT REIT checklist questions, to be completed by February 15th of each calendar year;

(vi)            any information and details in respect of any transactions that would reasonably be expected to adversely the Company's qualification as a REIT; and

(vii)            any information and details with respect to any arrangements whereby tenants at Properties are provided anything other than the use/occupancy of real property.

(d)            All financial statements delivered by the Company pursuant to Section 6(a) and 6(b) above shall be consolidated and consolidating financial statements of the Company and all of its Subsidiaries.

(e)            In addition, for so long as the Investor holds any shares of Investor Preferred Stock, the Company shall promptly (but in any event within ten (10) business days of filing in the case of clause (i) below, or delivery in the case of clause (ii) below) furnish to the Investor copies of (i) all amendments to the Company's or any Subsidiary's certificate or articles of incorporation or other organizational document and (ii) all notices or correspondence sent or received by the Company or any of its Subsidiaries relating to any material matter or adverse claim affecting the Company or any of its Subsidiaries, including, without limitation, notices or correspondence relating to any defaults or events of default with respect to any Senior Loan, any claims, acts or proceedings brought by or against the Company or any of its Subsidiaries, any claims, acts or proceedings with respect to any Property, or any pending or threatened audits, hearings, investigations, litigations or other similar inquiries involving the Company, any Subsidiary or any Property.

(f)            The Company shall permit the Investor, at the Investor's expense and upon reasonable advance written request during normal business hours, to visit and inspect the Company's properties, examine its books of account and records, and discuss the Company's affairs, finances, and accounts with its officers.

Section 7.                          Remedies; Indemnity.

(i)            replace any Property Managers and/or leasing agents with Persons as may be designated by the Investor;

(ii)            terminate any contracts by and between the Company and/or any of its Subsidiaries on the one hand, and any Affiliate of the Company on the other, to the extent that any such contracts relate to the ownership, leasing, management, use, operation, maintenance, repair or restoration of a Property;

(iii)            replace, or cause the replacement of, any managing member or general partner under any JV Agreement with Persons as may be designated by the Investor;

(iv)            following the PR Adjustment Date (as such term is defined in the Certificate of Designations), sell and dispose of any Property on such terms and conditions as the Investor shall approve in the exercise of its sole and absolute discretion, provided that if the consent or vote of any other class or series of Common Stock or preferred stock or specific action by the Board of Directors is required under the Maryland General Corporation Law, then such consent, vote or action shall be required;

(v)            implement all Major Decisions without the consent of the Company, provided that if any shareholder consent or specific action by the Board of Directors to such Major Decision is required under the Maryland General Corporation Law, then such consent or action shall be required;

(vi)            refinance any of the Senior Loans on such terms and conditions as the Investor may determine in its sole discretion, including by entering into any amendments, supplements or modifications to the Senior Loan Documents as the Investor may determine in its sole discretion;

(vii)            cure any default under any of the Senior Loans or any of the Senior Loan Documents; and

(viii)            repay or prepay any amounts payable in respect of the Senior Loans or pursuant to the Senior Loan Documents (and the making of additional purchases of Investor Preferred Stock to effect any of the foregoing in accordance with the terms of the Purchase Agreement).

Section 8.                          Recourse Guaranty.

(a)            Notwithstanding anything to the contrary contained in any Investment Document, for so long as the Investor is the holder of any shares of Investor Preferred Stock, the Company hereby agrees to indemnify, defend and hold harmless the Investor Indemnified Parties from and against, any and all liabilities, claims, obligations, damages, losses, costs and expenses suffered or incurred by Investor Indemnified Party (including reasonable attorneys' fees and costs reasonably incurred) to the extent arising out of or resulting directly or indirectly from any of the following (the "Company Recourse Indemnity Obligations"):

(i)            fraud, willful misconduct, misrepresentation or failure to disclose a material fact by or on behalf of the Company, any of its Subsidiaries, or any of their respective agents or representatives in connection with obtaining any capital contributions from the Investor to the Company;

(ii)            the forfeiture by the Company or any of its Subsidiaries of any Property, or any portion thereof, because of the conduct or purported conduct of criminal activity by the Company, any of its Subsidiaries, or any of their respective agents or representatives in connection therewith;

(iii)            physical waste of any Property or any portion thereof, or after an event of default under any of the Investment Documents or any Senior Loan Documents the removal or disposal of any portion of any applicable Property;

(iv)            any proceeds of any casualty or condemnation paid to the Company or any of its Subsidiaries or any other sums or payments attributable to any Property and paid to the Company or any of its Subsidiaries and not applied in accordance with the provisions of the Senior Loan Documents or the Certificate of Designations (except to the extent that the Company and/or any applicable Subsidiaries did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct disbursement of such sums or payments);

(v)            all revenue of any Property received or collected by or on behalf of the Company or any of its Subsidiaries and not applied to payment of obligations under the applicable Senior Loan Documents, to the payment of operating expenses and capital expenses of such Property in accordance with the provisions of the Investment Documents, or to make distributions in accordance with the provisions of the Certificate of Designations (except to the extent that such application of such funds is prevented by bankruptcy, receivership, or similar judicial proceeding in which the Company and/or any applicable Subsidiaries is legally prevented from directing the disbursement of such sums);

(vi)            misappropriation of tenant security deposits and rents collected in advance, or of funds held by the Company or any of its Subsidiaries for the benefit of another party, or misappropriation of any funds of the Company or any of its Subsidiaries;

(vii)            the failure to pay real estate taxes and assessments relating to any Property, except to the extent funds to pay such amounts are available in any tax subaccount under the applicable Senior Loan Documents, if any, and the applicable lender thereunder failed to pay same;

(viii)            failure to pay charges for labor or materials or other charges that result in a lien or liens on any portion of any Property;

(ix)            the breach of any environmental representation, warranty, covenant or indemnification in any Investment Document or Senior Loan Document;

(x)            any cost or expense incurred by the Investor in connection with the enforcement of its rights and remedies hereunder; or

(xi)            any breach by the Company of Section 2(b) of this Agreement with respect to a Major Decision.

(b)            Notwithstanding anything to the contrary contained in any Investment Document, in the event that an Event of Default shall have occurred and the Company shall have failed to cooperate with the Investor in accordance with the provisions of Section 7(a), which failure to cooperate remains uncured for a period of (5) days following delivery of notice by the Investor to the Company advising the Company of such failure, all amounts payable pursuant to the Investment Documents (including any amounts payable pursuant to the Certificate of Designations following a "Trigger Event" as such term is defined therein) shall become immediately due and payable.

Section 9.                          Covenants.  For so long as the Investor is the holder of any shares of Investor Preferred Stock, the Company shall:

(a)            Maintain an aggregate ITV Ratio as determined by Investor in its reasonable discretion of less than 0.75.

(b)            Not incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise), other than (i) indebtedness in respect of the Senior Loans, (ii) mortgage loans secured by to be acquired Properties which shall not contain any non-market terms or conditions, (iii) non material debt incurred in the ordinary course of business, consistent with past practice, (iv) in the case of each Property owner only, trade payables in the ordinary course, (v) debt incurred to refinance the Senior Loans as otherwise permitted under this Agreement and (vi) Permitted Short Term Borrowings.

(c)            Take any and all actions as may be necessary to operate the Company and its Subsidiaries in such a manner so as to ensure that they will (i) avoid the receipt on an annual basis by the Company of gross income that would cause the Investor to fail to satisfy either of the gross income tests applicable to REITs set forth in Sections 856(c)(2) and 856(c)(3) of the Code (determined as if the gross income of the Company and its Subsidiaries were the Investor's only gross income), (ii) avoid engaging in any transaction that would give rise to "net income derived from prohibited transactions" for the Investor (within the meaning of Section 857(b)(6) of the Code), and (iii) avoid any investment that at any quarter end would cause the Investor to be deemed to own assets that would cause the Investor to fail to satisfy the quarterly asset test applicable to REITs set forth in Section 856(c)(4) of the Code (determined as if the assets of the Company were the Investor's only assets); provided, that the Company shall be deemed to have satisfied its obligations under this Section 9(c) if it obtains the Investor's advance written approval of any action or transaction that could cause a violation of any of the foregoing requirements.  In furtherance of the foregoing, the Company agrees that it will join with Investor in making an annual protective "taxable REIT subsidiary" election (a "TRS Election") whereby the Company would be treated as a "taxable REIT subsidiary," within the meaning of Section 856(1) of the Code, of the Investor should the Company ever fail to qualify as a REIT, the initial election to be made as soon as practicable, but in no event later than October 30, 2014.  New TRS Elections would be filed in January of each year beginning in 2015.

(d)            Commencing on the earlier of (i) January 31, 2016 or (ii) the occurrence of an Event of Default, the Company shall apply any excess cash flow held by the Company and any of its Subsidiaries (after allowing for normal and customary operations of their respective businesses in accordance with the Annual Budget and dividends required to be paid to equity holders) at the end of each month to the payment of dividends in respect of the Investor Preferred Stock which have accrued but not otherwise been paid.

Section 10.                          Right to Conduct Activities.  The Company acknowledges that the Investor (together with its Affiliates) is a professional investment fund, and as such invests in numerous portfolio companies, some of which may be deemed competitive with the Company's and its Subsidiaries' respective businesses (as currently conducted or as currently proposed to be conducted).  As such, the Company hereby agrees that, to the extent permitted under applicable law, the Investor and its Affiliates:  (i) may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the business of the Company and its Subsidiaries, and which from time to time compete, directly or indirectly, with the Company and its Subsidiaries and (ii) may in their sole discretion pursue such competing business without disclosure of such competition to the Company or any of its Subsidiaries.  Neither the Company nor any of its Subsidiaries shall have any right in or to any such activities as the Investor or any of its Affiliates may take or to receive or share in any income or proceeds derived therefrom, and the Investor and its Affiliates shall not be liable to the Company or any of its Subsidiaries in respect of any such activities.  Notwithstanding the foregoing, the Company and its Subsidiaries do not renounce any right to be offered to participate in any business opportunity offered or presented to a director nominated by the Investor as a direct result of his or her capacity as a director, officer or employee of the Company or any of its Subsidiaries.   Investor shall maintain reasonable policies and processes to mitigate the risk of the Company's Confidential Information being used to the Company's detriment in connection with any such activities.

Section 11.                          Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and mailed (by first class registered or certified mail, postage prepaid, return receipt requested), sent by hand delivery, express overnight courier service or facsimile or email transmission, or delivered to the applicable party hereto at the address indicated on the signature pages hereof, or at such other address or to the attention of such other person as such party has specified in writing to the other parties hereto.  All such notices, requests, demands and other communications shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and two business days after deposit in the United States mail, registered or certified mail, return receipt requested, with proper postage paid, (b) upon receipt of transmission, when sent by telecopy, facsimile or email transmission and followed by overnight courier, (c) one business day after deposit with a reputable overnight courier with all charges prepaid, or (d) when delivered, if hand delivered by messenger.

Section 12.                          Termination.  This Agreement shall be effective as of the date hereof and shall terminate on the date on which Investor owns no shares of Preferred Stock.

Section 13.                          Governing Law, Jurisdiction; Waiver of Jury Trial; Severability; Equitable Remedies.

Section 14.                          Entire Agreement; Amendment and Waiver.

Section 15.                          Successors and Assigns; No Third Party Beneficiaries.

Section 16.                          Confidentiality.  The Investor agrees that it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) any Confidential Information obtained from the Company pursuant to the terms of this Agreement unless such Confidential Information:  (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 16 by the Investor), (ii) is or has been independently developed or conceived by the Investor without use of the Company's Confidential Information, or (iii) is or has been made known or disclosed to the Investor by a third party who, to the best knowledge of the Investor, is not in breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Investor may disclose Confidential Information (A) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with its investment in the Company; (B) to any prospective purchaser of any shares of Preferred Stock from the Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 16; (C) to any existing or prospective Affiliate, partner, member, stockholder, or wholly owned Subsidiary of the Investor in the ordinary course of business, provided that the Investor informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (D) as may otherwise be required by applicable law, legal requirement, regulation or regulatory request, provided that, to the extent permitted by law, the Investor promptly notifies the Company of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

Section 17.                          Headings.  The headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 18.                          Counterparts.  This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

            IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.