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 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 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 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 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’ 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 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 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 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 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 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 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 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 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’ 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 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 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 (a) Except as otherwise required by law, by the date rules and regulations of the SEC or any securities exchange or trading system or by the FDA or any other Governmental Authority with similar regulatory authority and except as otherwise set forth in this Section 5.2, all Confidential Information furnished by the Seller to the Purchaser, as well as the terms, conditions and provisions of this Agreement and until any other Transaction Document, shall be kept confidential by the End Date, Purchaser and shall be used by the Company agrees that except Purchaser only in connection with a Form 8-K, Form 10-Q, Form 10-K this 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 to file a Form 8-K Purchaser may disclose (the “Form 8-K”i) 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 its Affiliates, actual and potential partners, directors, employees, managers, officers, agents, investors (including any holder of debt securities of the absence of any Purchaser and such Company indicationholder’s advisors, Subscribers agents and representatives), co-investors, insurers and insurance brokers, underwriters, financing parties, equity holders, brokers, bankers and trustees and to its and its Affiliates’ accountants, advisors, lawyers and representatives; provided, that such Person(s) shall be allowed informed of the confidential nature of such information and shall be obligated to presume that all matters relating keep such information confidential pursuant to such notice obligations of confidentiality no less onerous in the aggregate than those set out herein or shall have executed and information do not constitute material, nonpublic information relating delivered a confidentiality agreement in form and substance reasonably acceptable to the Company Seller; and (ii) the Purchase Price and the amount and nature of the Purchased Assets in the footnotes to the Purchaser’s financial statements, to the extent so required by the Purchaser’s independent accountants, and comparable disclosure in the Purchaser’s unaudited financial statements. The foregoing obligations shall expire on the second anniversary of the expiration or Subsidiariestermination of the License Agreement in its entirety. Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

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 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 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 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 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. 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 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 two (2) days prior notice to Subscribers. In any event and subject to The Company will specifically disclose in 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 Super 8-K, the Company will specifically disclose the amount of Common Stock outstanding immediately after the Closing. The Company represents that the Super 8-K contained the signed version of the audit opinion included as Exhibit I 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’ 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 or 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 disclose 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”) describing the Offering not later than the fourth (4th) business day after the Closing Date. In Prior to filing, such Form 8-K will be provided to Subscribers for their review and approval, acting reasonably. The Company will specifically disclose in the Form 8-K, the Company will specifically disclose K the amount of Common Stock Ordinary Shares 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 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 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.. SUBSCRIPTION AGREEMENT (continued)

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 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 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’ 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 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 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 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 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 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 the Lender 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 Lender shall be allowed to presume that all matters relating to such notice and information do not constitute material, nonpublic information relating to the Company Borrower 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 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 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 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 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 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 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 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 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 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.

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 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 Between 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, Buyer, Sellers and the Company will specifically disclose maintain in confidence, and will cause the amount directors, officers, employees, agents, advisors and Related Persons of Common Stock outstanding immediately after the Closing. Upon delivery by Buyer, Sellers and the Company to the Subscribers after the Closing Date of maintain in confidence, any notice confidential or information, proprietary information obtained 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 confidence from another party in connection with this AgreementAgreement or the Contemplated Transactions, unless (a) such information is already known to such party or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such party, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Contemplated Transactions, or (c) the furnishing or use of such information is necessary or appropriate in connection with legal proceedings. Provided, however, that Buyer may make such disclosure of the Contemplated Transactions and this Agreement as Buyer, in its discretion, determines is necessary to comply with Federal and state securities laws and regulations. If the Contemplated Transactions are not consummated, each party will return or destroy as much of such written information as the other party may reasonably request. The Sellers acknowledge that certain of the terms and conditions of this Agreement contain important confidential information the disclosure of which could result in a competitive disadvantage to Buyer. Accordingly, each Seller agrees never to disclose, whether before or after a Closing, to any Person the terms and provisions of this Agreement except (a) to his legal or tax advisors, (b) to senior officers of the Company shall so indicate identified to Subscribers prior to delivery the Buyer, (c) when disclosure of such notice information is required in connection with legal proceedings, (d) to other Sellers, or information. Subscribers will be granted five days to notify (e) with 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 prior written consent 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 SubsidiariesBuyer.

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 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 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 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’ 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 (and disclose the “Form 8-K”) describing the Offering information required in Item 3.02 thereof, if required, not later than the fourth (4th) business day after the such 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 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 shall, as soon as possible, 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 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’ 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 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 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’ 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 two (2) 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 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 contained the signed version of the audit opinion included as Exhibit I 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 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 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 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 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 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 (a) Except as expressly authorized in this Agreement or the date other Transaction Documents or except with the prior written consent of Seller, the Purchaser hereby agrees that (i) Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED it will use the Confidential Information solely for the purpose of the transactions contemplated by this Agreement and until the End Dateother Transaction Documents and as necessary in exercising its rights and remedies and performing its obligations hereunder and thereunder; (ii) it will keep confidential the Confidential Information; (iii) it will not furnish or disclose to any Person any Confidential Information; (iv) so long as, the Company agrees that with respect to each item, such item is Confidential Information, and except in connection with a Form 8-K, Form 10-Q, Form 10-K and the registration statement respect to internal communications or statements regarding the Subscribers’ Securities or in correspondence private communications with the Commission regarding samePurchaser’s Representatives (as defined below), it will not disclose publicly or privately the identity make use of the Subscribers unless expressly agreed trademark, logo, service xxxx, trade dress or other xxxx or symbol identifying or associated with the Product, any manufacturer, distributor or supplier of the Product, or the Selling Parties and (v) it shall take the same commercially reasonable steps to in writing by Subscribers or only protect the Confidential Information as its takes to protect its own proprietary and confidential information. Notwithstanding anything 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, contrary set forth 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 parties acknowledge and agree that Confidential Information shall so indicate not include any information to Subscribers prior the extent it can be established by competent written records (A) is, at the time of disclosure, or thereafter becomes, a part of the public domain or publicly known or available, other than through any act or omission of the Purchaser in breach of its obligations under this Section 5.02, (B) was known to delivery the Purchaser at the time of such notice disclosure to the Purchaser, (C) is, at the time of disclosure, or information. Subscribers will be granted five days thereafter becomes, known to notify the Company Purchaser from a source that Subscriber elects not had a lawful right to receive such information. In the case that Subscriber elects not to receive such information, the Company will not deliver disclose such information to Subscribers. In others or (D) was independently developed by the absence of Purchaser without use or reference to 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 SubsidiariesConfidential Information.

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 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 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 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 (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’ 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 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 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 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 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 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 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 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 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 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’ 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 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 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 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 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. 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. 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’ 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 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.