Common use of Confidentiality/Public Announcement Clause in Contracts

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 10-SB, Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 10-SB, Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 10-SB, Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 10-SB, Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing, not including any Conversions. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 10-SB, Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 10-SB, Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 10-SB, Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 10-SB, Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three (3) days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth four (4th4) business day days after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants New Notes are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report current report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers a Subscriber unless expressly agreed to in writing by Subscribers such Subscriber or only to the extent required by law and then only upon not less than five two (2) business days prior notice to Subscriberssuch Subscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not no later than the fourth (4th) business day after of the Closing Date. Prior to the filing of such Form 8-K, a draft in the final form will be provided for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NotePreferred Stock, Conversion Shares or Warrants are held by the Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall shall, within four (4) days after any such delivery delivery, publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to the Subscribers contains material, nonpublic information relating to the Company or the Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers A Subscriber will be granted five (5) days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or the Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers a Subscriber unless expressly agreed to in writing by Subscribers such Subscriber or only to the extent required by law and then only upon not less than five two (2) business days prior notice to Subscriberssuch Subscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the The Company will specifically disclose the amount of Common Stock outstanding immediately after the ClosingClosing in the Super 8-K. The Company represents that the Super 8-K will contain the signed version of the audit opinion substantially in the form attached as Exhibit G hereto. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NotePreferred Stock, Conversion Shares or Warrants are held by the Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall shall, within four (4) days after any such delivery delivery, publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to the Subscribers contains material, nonpublic information relating to the Company or the Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers A Subscriber will be granted five (5) days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or the Subsidiaries.

Confidentiality/Public Announcement. From (a) All Confidential Information furnished by Purchaser to the date Company or by the Company to Purchaser in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and until the End Dateany other Transaction Document, shall be kept confidential by the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to SubscribersPurchaser. In any event and subject to Notwithstanding the foregoing, the Company undertakes and Purchaser may disclose such Confidential Information to file their partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, provided that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such information confidential pursuant to the terms of this Section 5.04(a). The Company will consult with Purchaser, and Purchaser will consult with the Company, on the form, content and timing of any such disclosures of Confidential Information, including, without limitation, any disclosures made pursuant to applicable securities laws or made to investment or other analysts. (b) Except as required by law or the rules and regulations of any securities exchange or trading system or the FDA or any Governmental Authority with similar regulatory authority, or except with the prior written consent of the other party (which consent shall not be unreasonably withheld), no party shall issue any press release or make any other public disclosure with respect to the transactions contemplated by this Agreement or any other Transaction Document; provided, however, that the Company and Purchaser may jointly prepare a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after press release for dissemination promptly following the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers a Subscriber unless expressly agreed to in writing by Subscribers such Subscriber or only to the extent required by law and then only upon not less than five two (2) business days prior notice to Subscriberssuch Subscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not no later than the fourth (4th) business day after of the Closing Date. Prior to the filing of such Form 8-K, a draft in the final form will be provided for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteNotes, Conversion Shares or Warrants are held by the Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall shall, within four (4) days after any such delivery delivery, publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to the Subscribers contains material, nonpublic information relating to the Company or the Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers A Subscriber will be granted five (5) days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or the Subsidiaries.

Confidentiality/Public Announcement. From the date of this Exchange Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-QK, Form 10-K Q and the a registration statement or statements regarding which include the Subscribers’ Securities for registration with the Commission or in correspondence with the Commission regarding samesame or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering Exchange not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Securities are held by SubscribersPurchases, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribersany such Subscriber. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From (a) Except as otherwise required by Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the date rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors and except as otherwise set forth in this Agreement Section 7.3, each Obligor will, and until will cause each of its Affiliates, directors, officers, employees, agents, representatives and similarly situated persons who receive such information to, treat and hold as confidential and not disclose to any Person any and all Confidential Information furnished to it by the End DatePurchaser, as well as the Company agrees that except information on Schedule 1 to this Purchase Agreement, and to use any such Confidential Information and other information only in connection with a Form 8-K, Form 10-Q, Form 10-K this Purchase Agreement and any other Transaction Document and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law transactions contemplated hereby and then only upon not less than five days prior notice to Subscribersthereby. In any event and subject to Notwithstanding the foregoing, the Company undertakes Obligors may disclose such information solely on a need-to-know basis and solely to file a Form 8their members, directors, employees, managers, officers, agents, brokers, advisors, lawyers, bankers, trustees, representatives, investors, co-K investors, insurers, insurance brokers, underwriters and financing parties; provided, however, that such Persons shall be informed of the confidential nature of such information and shall be obligated to keep such Confidential Information and other information confidential pursuant to obligations of confidentiality no less onerous than those set forth herein. (the “Form 8-K”b) describing the Offering not later than the fourth (4th) business day The Purchaser acknowledges that it will not, after the Closing Dateexecution of this Purchase Agreement, make a public announcement or filing with respect to the transactions contemplated by the Transaction Documents or reference or describe such transactions in a public announcement or filing, without the Issuer’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned). In Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the Form 8-Krules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, in no event shall the Purchaser’s name (in any variation) be used in any public announcement or filing, or in any type of mail or electronic distribution intended for an audience that is not solely limited to the Affiliates of the Issuer, without the Purchaser’s written consent. (c) Except as required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmental Authority or pursuant to requests from regulatory agencies having oversight over any of the Obligors, neither the Issuer nor any of its Affiliates shall disclose to any Person, or use or include in any public announcement or any public filing, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date identity of any notice shareholders, members, directors or informationAffiliates of the Purchaser, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless without the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery written consent of such notice shareholder, member, director or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or SubsidiariesAffiliate.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth second (4th2nd) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and reasonable approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five three (3) business days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. If the Subscriber does not provide any affirmative election, it will be deemed as an election to receive such information. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In Prior to the filing date of such Form 8-K, a draft in the Company final form will specifically disclose the amount of Common Stock outstanding immediately after the Closingbe provided to Subscriber for Subscriber’ review and approval. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NotePreferred Shares, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Purchased Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) and issue a press release describing the Offering not later than on the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock common stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants the Purchased Securities are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K, provided, however, that the Company will have no obligation to file any Report on Form 8-K with respect to (i) any information contained in the registration statement relating to the registration of the Registrable Securities, submitted for investors’ review pursuant to Section 9 herein, and (ii) the information as to currently contemplated and/or negotiated financing transactions. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers Subscriber or only to the extent required by law and then only upon not less than five two (2) days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) and make a public announcement describing the Offering not later than the fourth (4th) first business day after the Closing Date. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Securities are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 86-K, Form 1020-QF, Form 1045-K 106F1 and the a registration statement or statements regarding which include the Subscribers’ Securities for registration with the Commission or in correspondence with the Commission regarding samesame or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 86-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 6-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 86-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Securities are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 86-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers Subscriber or only to the extent required by law and then only upon not less than five two (2) days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) and make a public announcement describing the Offering not later than the fourth (4th) first business day after the Closing Date. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the any registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission regarding same, it will shall not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to Subscriberslaw. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the First Closing Date. Prior to the First Closing Date, such Form 8-K shall be provided to Subscribers for their review and approval. In the Form 8-K, the Company will shall specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the ClosingFirst Closing and assuming that the full amount of the Offering is sold, not including any Conversions. Upon delivery by the Company to the Subscribers after the First Closing Date and any Subsequent Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants and Warrant Shares or Warrants are held by Subscribers, unless the Company legal counsel has determined in good faith determined writing that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four one (41) days business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will shall be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case event that Subscriber elects not to receive such information, the Company will shall not deliver such information to Subscriberssuch Subscriber. In the absence of receipt of any such Company indicationmaterial, Subscribers non-public information, such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Super Form 8-K”) describing the Offering Offering, the Reverse Merger and the transaction described in the Working Interest Documents not later than the fourth first (4th1st) business day after the Closing Date. In the Super Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. The Company represents that the Super Form 8-K to be actually filed with the Commission will contain a signed version of the audit opinion included as Exhibit G hereto. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Incentive Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date and each Additional Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Note or Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth first (4th1st) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or each Subscriber to be identified but only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) first business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice K or communication to Subscribers contains materialotherwise. IN THE EVENT THAT THE COMPANY BELIEVES THAT A NOTICE OR COMMUNICATION TO A SUBSCRIBER CONTAINS MATERIAL, nonpublic information relating to the Company or SubsidiariesNONPUBLIC INFORMATION, except as required to be delivered in connection with this AgreementRELATING TO THE COMPANY OR SUBSIDIARIES, the Company shall so indicate to Subscribers prior to delivery of such notice or informationTHE COMPANY SHALL SO INDICATE TO SUCH SUBSCRIBER CONTEMPORANEOUSLY WITH DELIVERY OF SUCH NOTICE OR INFORMATION. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationIN THE ABSENCE OF ANY SUCH INDICATION, the Company will not deliver such information to Subscribers. In the absence of any such Company indicationSUCH SUBSCRIBER SHALL BE ALLOWED TO PRESUME THAT ALL MATTERS RELATING TO SUCH NOTICE AND INFORMATION DO NOT CONSTITUTE MATERIAL, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or SubsidiariesNONPUBLIC INFORMATION RELATING TO THE COMPANY OR ITS SUBSIDIARIES.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In Prior to the Closing Date, such Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closingbe provided to Subscriber for Subscriber’s review and approval. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Note or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth second (4th2nd) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five three (3) business days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. If the Subscriber does not provide any affirmative election, it will be deemed as an election to receive such information. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscriber’s securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five two days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscriber’s Purchased Shares or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers any Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (and issue a press release describing the “Offering within four business days after the initial Closing Date. Prior to the initial Closing Date, such Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing DateK will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the amount nature of Common Stock outstanding immediately after the ClosingOffering. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion the Purchased Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K, provided, however, that the Company will have no obligation to file any Report on Form 8-K with respect to (i) any information contained in the registration statement relating to the registration of the Registrable Securities, submitted for investors’ review pursuant to Section 9 herein, and (ii) the information as to currently contemplated and/or negotiated financing transactions. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less law. Not later than five four (4) business days prior notice to Subscribers. In any event and subject to after the foregoingClosing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Common Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five four days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) four business day days after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery delivery, publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute proprietary, confidential nor material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) 4th business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares Note or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber and not be in breach of any covenant or agreement required by this Agreement solely as a result of non-delivery of this information. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From No Party or its Affiliates, employees, agents and representatives will disclose to any third party any Confidential Information concerning the date business or affairs of any other Party that it may have acquired from such Party without the prior written Consent of such Party; provided, however, any Party may disclose any such Confidential Information (a) to such Party's Affiliates and any of their respective employees, lenders, counsel, or accountants, the disclosure of which the applicable disclosing Party will be responsible; (b) to comply with any applicable Law or Order; provided that prior to making any such disclosure the Party making the disclosure notifies the other Party and uses its Best Efforts (at the other Party's cost and expense and other than litigation) to limit or prevent such disclosure; (c) to the extent that the Confidential Information is or becomes generally available to the public through no fault of the Party or any of its Affiliates making such disclosure; (d) to the extent that the same information is in the possession (on a non-confidential basis) of the Party making such disclosure prior to receipt of such Confidential Information; (e) to the extent that the Party that received the Confidential Information independently develops the same information without relying in any manner on any Confidential Information; or (e) to the extent that the same information becomes available to the Party making such disclosure on a non-confidential basis from a source other than a Party or any of its Affiliates, which source, to the disclosing Party's Knowledge, is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation to the other Party. If the Transaction is not consummated, each Party will return or destroy as much of the Confidential Information concerning the other Party as the Parties that have provided such information may request. Notwithstanding the foregoing, the Parties may issue a joint public announcement in connection with the execution of this Agreement and until the End Dateconsummation of the Transaction; provided that before making any such public announcement, the Company agrees that except in connection with Parties hereto shall use good faith efforts to agree upon the text of a Form 8-K, Form 10-Q, Form 10-K and joint announcement to be made by the registration Parties hereto or use good faith efforts to obtain the other Party's approval of the text of any public announcement to be made solely on behalf of such Party. If the Parties hereto are unable to agree on or approve such a public statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity announcement and a Party is of the Subscribers unless expressly agreed to in writing by Subscribers good faith opinion that such statement or only to the extent announcement is required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to Law, or the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date rules of any notice stock exchange on which such Party's securities are traded, then such Party may make or information, in writing, electronically issue the legally required statement or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiariesannouncement.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth second (4th2nd) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five three (3) business days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock common stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From Not later than four (4) business days after the date of this Agreement and until the End Closing Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion any Common Shares or Warrants are held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscriberslaw. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the ClosingClosing if such amount differs in any material respect from the amount set forth in the Company’s most recently filed Report. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants or Warrant Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to the Subscribers. In any event and subject to Not later than four (4) business days after the foregoingClosing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. Report. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth third (4th3rd) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscribers’Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth first (4th1st) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to Subscribers. In the Subscribers unless such prior notice would violate any event and subject confidentiality restrictions or practices of a government or regulatory agency or authority under which such request was made, or such disclosure as is reasonably required in connection with the responsibilities or obligations of Company with respect to the foregoingSecurities. Not later than four (4) business days after the Closing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From Each of Buyer and Seller acknowledges that the date of this Agreement and until the End Dateinformation provided or to be provided to it, the Company agrees that except its Affiliates or representatives in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and transactions contemplated hereby is subject to the foregoingterms of the Reciprocal Confidentiality Agreement, the Company undertakes to file a Form 8-K dated as of June 15, 2011, by and between Parent and Seller (the “Form 8-KConfidentiality Agreement”) describing ), the Offering not later than terms of which are incorporated herein by reference. Effective upon, and only upon, the fourth (4th) business day Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to RH and its Subsidiaries; provided, however, that Buyer acknowledges that any and all other information provided by Seller or Seller’s representatives concerning Seller, including confidential information and other proprietary materials provided to Buyer, or to which Buyer otherwise has access, in connection with the provision of the Seller Services, shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. In Notwithstanding the Form 8-Kforegoing, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while Parties may issue a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered joint public announcement in connection with the execution of this Agreement and the consummation of the Transaction; provided that before making any such public announcement, the Parties hereto shall use good faith efforts to agree upon the text of a joint announcement to be made by the Parties hereto or use good faith efforts to obtain the other Party’s approval of the text of any public announcement to be made solely on behalf of such Party. Further, except to the extent required to comply with the provisions of this Agreement, no Party hereto shall issue any press release or otherwise make any statements to any third party with respect to this Agreement or the Company transactions contemplated hereby other than with the prior written consent of the other Party, which consent shall so indicate not be unreasonably withheld, conditioned or delayed. Prior to Subscribers prior to delivery the issuance of such notice or information. Subscribers statements by either Party, such Party will be granted five days to notify also consult with the Company that Subscriber elects not to receive other Party regarding the content of such information. In announcement and obtain the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence other Party’s reasonable approval of any related and proposed press release. Notwithstanding the foregoing, either Party may issue any public statement or announcement if such Company indicationParty is of the good faith opinion that such statement or announcement is required by Law, Subscribers shall be allowed to presume that all matters relating to or the rules of any stock exchange on which such notice and information do not constitute material, nonpublic information relating to the Company or SubsidiariesParty’s securities are traded.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to make a public announcement or file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth first (4th1st) business day after the Closing Date. In the public announcement or Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Shares are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. The Subscribers are aware of the Company’s obligations under Regulation FD promulgated under 1934 Act. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Note or Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Incentive Shares, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not no later than the fourth four (4th4) business day days after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Note or Note Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company Borrower agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the any registration statement or statements regarding the Subscribers’ Securities Securities, or in any other correspondence or filings with the Commission regarding sameor the Principal Market, it will not disclose publicly or privately the identity of the Subscribers Lender unless expressly agreed to in writing by Subscribers Lender or only to the extent required by law and then only upon not less than five three business days prior notice to SubscribersLender. In any event and subject to the foregoing, the Company Borrower undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing DateDate and to file a Form 8-K or make a public announcement not later than four business days after exercise of the Prepayment Option or, in the event the Prepayment Option is not exercised by August 15, 2007, not later than August 21, 2007 disclosing the non-exercise by the Borrower of the Prepayment option and the particular terms thereof. Prior to filing or announcement, such Forms 8-K or public announcements will be provided to Lender for its review and approval not later than three business days prior to such filing. In the Form Forms 8-KK or public announcements, the Company Borrower will specifically disclose the amount of Common Stock outstanding immediately after prior to the Closingfiling of the Form 8-K or public announcement. Upon Except for notice or information relating to the Offering, upon delivery by the Company Borrower to the Subscribers Lender after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Continuation Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersLender, unless the Company Borrower has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company Borrower or Subsidiaries, or unless the Company Borrower has complied with Section 6(h) hereof, or unless otherwise agreed to in writing by the Lender, the Borrower shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company Borrower believes that a notice or communication to Subscribers Lender contains material, nonpublic information information, relating to the Company Borrower or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company Borrower shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.Lender

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers a Subscriber unless expressly agreed to in writing by Subscribers such Subscriber or only to the extent required by law and then only upon not less than five two (2) business days prior notice to Subscriberssuch Subscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the The Company will specifically disclose in the Super 8-K the amount of Common Stock to be outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants any Securities are held by the Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall shall, within four (4) days after any such delivery delivery, publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to the Subscribers contains material, nonpublic information relating to the Company or the Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers A Subscriber will be granted five days one (1) business day to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or the Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date and each Additional Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Note or Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.to

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or a registration statement or statements regarding the SubscribersSubscriber’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers the Subscriber or only to the extent required by law and then only upon not less than five two (2) days prior notice to Subscribers. In the Subscriber unless such prior notice would violate any event and subject confidentiality restrictions or practices of a government or regulatory agency or authority under which such request was made, or such disclosure as is reasonably required in connection with the responsibilities or obligations of Company with respect to the foregoingSecurities. Not later than four (4) business days after the Closing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Common Share is held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers the Subscriber prior to delivery of such notice or information. Subscribers The Subscriber will be granted five two business days to notify the Company that Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities ' securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 10-SB, Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 10-SB, Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 10-SB, Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 10-SB, Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three business days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Super Form 8-K”) describing the Offering Offering, the Reverse Merger and the transaction described in the Working Interest Documents not later than the fourth second (4th2nd) business day after the Closing Date. Date substantially in the form annexed hereto as Exhibit K. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. The Company represents that the Super Form 8-K to be actually filed with the Commission will contain a signed version of the audit opinion included as Exhibit J hereto. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Note or Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date; provided, however, that the Company may instead disclose the Offering in a Quarterly Report on Form 10-Q so long as such report is filed no later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K (or 10-Q, as applicable), a draft in the final form (or a draft of the description to be included in the 10-Q, if no 8-K will be filed to disclose the Offering) will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, if filed, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic non-public information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic non-public information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic non-public information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic non-public information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From (a) Except as set forth in Section 5.04(b), all information furnished by Assignee to Company or by Company to Assignee, including the date Confidential Information, in connection with this Agreement and any other Transaction Document and the transactions contemplated hereby and thereby, as well as the terms, conditions and provisions of this Agreement and until the End Dateany other Transaction Document, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery shall be kept confidential by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwiserecipient thereof, and while a Note, Conversion Shares or Warrants are held shall be used by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered recipient thereof only in connection with this AgreementAgreement and any other Transaction Document and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver Assignee may disclose such information to Subscribers. In the absence its partners, directors, employees, managers, officers, investors, bankers, advisors, trustees and representatives, sources of any finance, purchasers of interests and Assignee’s Consultants on a need-to-know basis, provided that such Company indication, Subscribers Persons shall be allowed informed of the confidential nature of such information and, shall be obligated to presume keep such information confidential pursuant to the terms of this Section 5.04(a) or with respect to financial institutions, other sources of finance and fiduciaries, according to their customary practices. (b) Company and Assignee shall (i) agree, as of the Closing, upon the form and content of the initial press release by Company with respect to the Transaction and (ii) agree, subject to the Company’s obligation to comply with applicable law, upon the form of the initial SEC filings by Company with respect to the Transaction. Any subsequent disclosures by Company with respect to the Transaction shall, except as otherwise agreed by Assignee, be substantially consistent in terms of content with the initial SEC filings, provided, however, that all matters relating the Company may make any subsequent disclosures with respect to the Transaction without the consent of Assignee as may in its reasonable judgment based on advice of outside counsel be required by applicable law, provided further that (x) Company provides notice to Assignee prior to such disclosure, together with the form of proposed disclosure, with sufficient time for Assignee to comment, taking into account the time legally required for response (which notice and information do not constitute material, nonpublic information relating shall in any event be given at least ****** Days prior to the date the response is required by applicable law or, in the event disclosure is required by applicable law in a period of less than ****** Days, immediately upon Company becoming aware that such disclosure may be required) and (y) Company and its outside counsel only rejects any objections or Subsidiariesrequests that Assignee may have in connection with such disclosure on reasonable grounds.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to the Subscribers. In any event and subject to Not later than four (4) business days after the foregoingClosing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscriber’s securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Purchased Shares, Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and in connection with the registration statement or statements regarding the Subscribers’ Securities Offering or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or each Subscriber to be identified but only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form the Merger 8-K (the “Form 8-K”) describing including a description of the Offering substantively in the form submitted to Subscribers, not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteShares, Conversion Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose in writing publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to Subscribers. In any event and subject to Not later than four (4) business days after the foregoingClosing Date, the Company undertakes to will file a on Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Incentive Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscribers’Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business 4th)business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, ,Conversion Shares or Warrants are Sharesare held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three (3) days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth four (4th4) business day days after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Notes are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report current report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or any registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Preferred Stock, Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber's Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing, not including any Conversions. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants any shares of Common Stock are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In Prior to the Closing Date, such Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closingbe provided to Subscribers for their review and approval. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to Subscriberslaw. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing, not including any Conversions. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Initial Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ ' Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth first (4th1st) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers' review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains materialIN THE EVENT THAT THE COMPANY BELIEVES THAT A NOTICE OR COMMUNICATION TO SUBSCRIBERS CONTAINS MATERIAL, nonpublic information relating to the Company or SubsidiariesNONPUBLIC INFORMATION RELATING TO THE COMPANY OR SUBSIDIARIES, except as required to be delivered in connection with this AgreementTHE COMPANY SHALL SO INDICATE TO SUBSCRIBERS PRIOR TO DELIVERY OF SUCH NOTICE OR INFORMATION. SUBSCRIBERS WILL BE GRANTED SUFFICIENT TIME TO NOTIFY THE COMPANY THAT SUBSCRIBERS ELECTS NOT TO RECEIVE SUCH INFORMATION. IN SUCH CASE, the Company shall so indicate to Subscribers prior to delivery of such notice or informationTHE COMPANY WILL NOT DELIVER SUCH INFORMATION TO SUBSCRIBERS. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationIN THE ABSENCE OF ANY SUCH INDICATION, the Company will not deliver such information to Subscribers. In the absence of any such Company indicationSUBSCRIBERS SHALL BE ALLOWED TO PRESUME THAT ALL MATTERS RELATING TO SUCH NOTICE AND INFORMATION DO NOT CONSTITUTE MATERIAL, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or SubsidiariesNONPUBLIC INFORMATION RELATING TO THE COMPANY OR SUBSIDIARIES.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that that, except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or any registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission regarding samethe same or as otherwise required in connection with any other filing required to be made with the SEC, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) first business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscribers or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or each Subscriber to be identified but only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to the Subscribers. In any event and subject to Not later than four (4) business days after the foregoingClosing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to Subscriberslaw. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing, not including any Conversions. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Note or Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities BLP or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers BLP unless expressly agreed to in writing by Subscribers BLP or only to the extent required by law and then only upon not less than five two (2) days prior notice to SubscribersBLP. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the The Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. execution of this Agreement in the 8-K. Upon delivery by the Company to the Subscribers BLP after the Closing Date execution of this Agreement of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion the Settlement Shares or Warrants are held by SubscribersBLP, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers BLP contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers BLP prior to delivery of such notice or information. Subscribers BLP will be granted five days to notify the Company that Subscriber BLP elects not to receive such information. In the case that Subscriber BLP elects not to receive such information, the Company will not deliver such information to SubscribersBLP. In the absence of any such Company indication, Subscribers BLP shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers or each Subscriber to be identified but only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) first business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscriber for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares Note or Warrants are Warrant is held by Subscriberssuch Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From For so long as the date of this Agreement and until the End DateSubscribers hold any Securities, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to the Subscribers. In any event and subject to Not later than four (4) business days after the foregoingClosing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that Subscriber Subscribers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose in writing publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less law. Not later than five four (4) business days prior notice to Subscribers. In any event and subject to after the foregoingClosing Date, the Company undertakes to will file a on Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscriber for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities Subscriber’s Purchased Shares or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock common stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion the Purchased Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K, provided, however, that the Company will have no obligation to file any Report on Form 8-K with respect to (i) any information contained in the registration statement relating to the registration of the Registrable Shares, submitted for investors’ review pursuant to Section 10 herein, and (ii) the information as to currently contemplated and/or negotiated financing transactions. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the The Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Purchased Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers the Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject Subject to the foregoing, the Company undertakes to file issue a Form 8-K (the “Form 8-K”) press release describing the Offering not later than the fourth (4th) business day after Offering. Prior to the Closing Date. In , such press release will be provided to the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the ClosingPlacement Agent for its review and approval. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants the Purchased Securities are held by SubscribersSubscribers and the Company is subject to the reporting obligations under the 1934 Act, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days Business Days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K, provided, however, that the Company will have no obligation to file any Report on Form 8-K with respect to (i) any information contained in the registration statement relating to the registration of the Registrable Securities, submitted for investors’ review pursuant to Section 8 herein, and (ii) the information as to currently contemplated and/or negotiated financing transactions. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the or a registration statement or statements regarding the Subscribers’ Securities or in correspondence with the Commission regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by the Subscribers or only to the extent required by law and then only upon not less than five two (2) days prior notice to Subscribers. In the Subscribers unless such prior notice would violate any event and subject confidentiality restrictions or practices of a government or regulatory agency or authority under which such request was made, or such disclosure as is reasonably required in connection with the responsibilities or obligations of Company with respect to the foregoingSecurities. Not later than four (4) business days after each of the Closing Date, the Company undertakes to will file a Form 8-K (describing the “Offering as required by the 1934 Act. The Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the each Closing. Upon delivery by the Company to the Subscribers after the applicable Closing Date of any notice or information, in writing, electronically or otherwise, and while a NoteCommon Share, Conversion Shares Warrant or Warrants are Warrant Share is held by Subscribersany Subscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within four (4) business days after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information relating to the Company or its Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to the Subscribers prior to delivery of such notice or information. Subscribers Each Subscriber will be granted five two business days to notify the Company that such Subscriber elects not to receive such information. In the case that a Subscriber elects not to receive such information, the Company will not deliver such information to Subscriberssuch Subscriber. In the absence of any such Company indication, the Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the SubscribersSubscriber’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In Prior to the Closing Date, such Form 8-K, the Company K will specifically disclose the amount of Common Stock outstanding immediately after the Closingbe provided to Subscriber for their review and approval. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock common stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to the Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers the Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to the Closing Date, such Form 8-K will be provided to Subscribers for their review and approval. In the Form 8-K, the Company will specifically disclose the nature of the Offering and amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Exchange Agreement and until the End Date, the Company agrees that except in connection with a Form 86-K, Form 1020-QF, Form 1045-K 106F1 and the a registration statement or statements regarding which include the Subscribers’ Securities for registration with the Commission or in correspondence with the Commission regarding samesame or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers Purchasers unless expressly agreed to in writing by Subscribers Purchasers or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersPurchasers. In any event and subject to the foregoing, the Company undertakes to file a Form 86-K (the “Form 8-K”) describing the Offering Exchange not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 6-K, a draft in the final form will be provided to Purchasers for Purchasers’ review and approval. In the Form 86-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Purchasers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Securities are held by SubscribersPurchasers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 86-K. In the event that the Company believes that a notice or communication to Subscribers Purchasers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Purchasers prior to delivery of such notice or information. Subscribers Purchasers will be granted five days sufficient time to notify the Company that Subscriber Purchasers elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersPurchasers. In the absence of any such Company indication, Subscribers Purchasers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Subscriber’s Securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers Subscriber unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five three days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) next business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscriber for Subscriber’s review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers Subscriber after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are Note is held by SubscribersSubscriber, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities as otherwise required in any other Commission filing or in correspondence filings with the Commission regarding sameSmallCap or such other Principal Market, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or a Subscriber, only to the extent required by law and then only upon not less than five days prior notice to Subscribersor regulations of the SmallCap or such other Principal Market. In any event and subject to the foregoing, the Company shall make a public announcement describing the Offering not later than the second business day after the Closing Date. The Company also undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering not later than the fourth (4th) business day after the Closing DateOffering. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock common stock outstanding immediately after the Closing. Upon delivery by A form of the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants are held by Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days after any such delivery publicly disclose such material, nonpublic information on a Report on proposed Form 8-K. K or public announcement to be employed in connection with the Closing is annexed hereto as Exhibit E. The Subscribers expressly consent to the filing of such Form 8-K and the making of the aforementioned public announcement. In the event that the Company believes that a notice or communication to Subscribers Subscriber contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this AgreementSubsidiaries (if any), the Company shall so indicate to Subscribers Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or SubsidiariesSubsidiaries (if any).

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five two (2) days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval, which will not be unreasonably withheld, delayed or conditioned. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four one (41) days business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to such Subscriber contemporaneously with delivery of such notice or information. Subscribers will be granted five days to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver such information to Subscribers. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement or statements regarding the Subscribers’ Securities securities or in correspondence with the Commission SEC regarding same, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers a Subscriber or only to the extent required by law and then only upon not less than five days prior notice to SubscribersSubscriber. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) or make a public announcement describing the Offering not later than the fourth (4th) business day after the Closing Date. Prior to filing or announcement, such Form 8-K or public announcement will be provided to Subscribers for their review and approval. In the Form 8-KK or public announcement, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares, Warrants, or Warrant Shares or Warrants are held by such Subscribers, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice or communication to Subscribers a Subscriber contains material, nonpublic information information, relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers such Subscriber prior to delivery of such notice or information. Subscribers Subscriber will be granted five days sufficient time to notify the Company that Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to SubscribersSubscriber. In the absence of any such Company indication, Subscribers such Subscriber shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or its Subsidiaries.

Confidentiality/Public Announcement. From the date of this Exchange Agreement and until the End Date, the Company agrees that except in connection with a Form 8-K, Form 10-Q10- K, Form 10-K Q and the a registration statement or statements regarding which include the Subscribers’ Securities for registration with the Commission or in correspondence with the Commission regarding samesame or in respect to a stock exchange listing, it will not disclose publicly or privately the identity of the Subscribers unless expressly agreed to in writing by Subscribers or only to the extent required by law and then only upon not less than five three days prior notice to Subscribers. In any event and subject to the foregoing, the Company undertakes to file a Form 8-K (the “Form 8-K”) describing the Offering Exchange not later than the fourth (4th) business day after the Closing Date. Prior to the filing date of such Form 8-K, a draft in the final form will be provided to Subscribers for Subscribers’ review and approval. In the Form 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. Upon delivery by the Company to the Subscribers after the Closing Date of any notice or information, in writing, electronically or otherwise, and while a Note, Conversion Shares or Warrants Securities are held by SubscribersPurchases, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or Subsidiaries, the Company shall within four (4) days one business day after any such delivery publicly disclose such material, nonpublic information on a Report on Form 8-K. In the event that the Company believes that a notice or communication to Subscribers contains material, nonpublic information relating to the Company or Subsidiaries, except as required to be delivered in connection with this Agreement, the Company shall so indicate to Subscribers prior to delivery of such notice or information. Subscribers will be granted five days sufficient time to notify the Company that such Subscriber elects not to receive such information. In the case that Subscriber elects not to receive such informationcase, the Company will not deliver such information to Subscribersany such Subscriber. In the absence of any such Company indication, Subscribers shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company or Subsidiaries.