Common use of Non-Public Information Clause in Contracts

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each the Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that except for the Reports, Other Written Information and schedules and exhibits to this Agreement, neither it nor any other Person person acting on its behalf will at any time provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to keep such informationinformation in confidence. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it it, any Company Entity nor any other Person acting on its or their behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes or reasonably should believe constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. On and after the Effective Date, neither Investor nor any Affiliate Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively, to the Company or the shareholders of the Company, or to any other Person who is the source of material non-public information regarding the Company. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company. Furthermore, if the Company has disclosed any material non-public information to the Purchaser, the Purchaser has no duty to keep such information confidential following the public announcement of the offering.

Non-Public Information. The If at any time the Company becomes subject to the reporting provisions of the Exchange Act, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The If at any time the Company becomes subject to the reporting provisions of the Exchange Act, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such the Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each the Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor will not and will instruct any other Person acting on its behalf will to not provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have has first executed a written agreement regarding the confidentiality and use of such the information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser the Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser the Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor nor, to its knowledge, any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have consented thereto or executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations covenant and agreement in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that that, from and after the date of this Agreement, neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser each Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto to disclosure of such information the Company identifies such information as being material nonpublic information and provides such Purchaser with the opportunity to accept or refuse to accept such material nonpublic information for review and any Purchaser wishing to obtain such information shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be reasonably relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company. Furthermore, if the Company has disclosed any material non-public information to the Purchaser, the Purchaser has no duty to keep such information confidential following the public announcement of the Offering.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each such Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities Common Stock of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public informationinformation except as required by this Agreement, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Purchasers shall be relying on the foregoing representations in effecting transactions in the securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it Neither the Company, nor any other Person acting on its behalf behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such the Purchaser shall have executed entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each the Purchaser shall be is relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor will not and will not direct any other Person acting on its behalf will to, provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that that, except as specifically contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-nor public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf director or officer of the Company will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company. 4.6 Use of Proceeds. See Schedule 4.7.

Non-Public Information. The Company covenants and agrees that from and after the date hereof, neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser provide, Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Buyer or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Buyer shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its Purchasers agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Purchaser, its agents, or counsel shall have executed a written agreement regarding the confidentiality and use of such information. The Company Purchaser understands and confirms that each Purchaser the Company shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf behalf, will provide any the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.​

Non-Public Information. The Company covenants and agrees that neither ---------------------- it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its or their behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such the Purchaser shall have executed a written agreement regarding the confidentiality and use of such the information. The Company understands and confirms that each Purchaser the Purchasers shall be relying on the foregoing covenant and representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide or has provided any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public informationinformation (other than the contemplated Transaction Documents and the transactions contemplated thereby), unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that ----------------------- neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees confirms that neither it nor any other Person person acting on its behalf will provide any Purchaser has provided the Buyers or its their agents or counsel with any information that the Company believes constitutes material material, non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying the Buyers will rely on the foregoing representations representation in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser the Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser the Investor shall have executed a written agreement regarding the confidentiality and use of such information (including agreement not to trade Company securities while in possession of such information). The Company understands and confirms that each Purchaser the Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will after the date hereof provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser the Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that that, except as specifically contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have expressly consented to such disclosure and have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will will, provide any Purchaser Investor or its agents or counsel with any information that the Company believes or reasonably should believe constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. On and after the Effective Date, neither Investor nor any Affiliate Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively, to the Company or the shareholders of the Company, or to any other Person who is the source of material non-public information regarding the Company. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any the Purchaser or its his agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each the Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public informationinformation (except information provided to any director or officer of the Company in his capacity as such), unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any the Purchaser or its his agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that except for the SEC Reports and exhibits and schedules to this Agreement, neither it nor any other Person person acting on its behalf will at any time provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that following the Effective Date neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.3, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes constitutes, material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding consented to the confidentiality and use receipt of such information. The information and agreed with the Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Companyto keep such information confidential.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company. Furthermore, if the Company has disclosed any material non-public information to the Purchaser, the Purchaser has no duty to keep such information confidential following the public announcement of this transaction.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes constitutes, material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding consented to the confidentiality and use receipt of such information. The information and agreed with the Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Companyto keep such information confidential.

Non-Public Information. The Company covenants and agrees that that, except as specifically contemplated by the Transaction Document, neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that ---------------------- neither it nor any other Person acting on its behalf has provided or will provide any the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that except for the Disclosure Materials, neither it nor any other Person person acting on its behalf will at any time provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to accept such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that that, following the Closing, neither it nor any other Person acting on its behalf will provide any Purchaser investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information in which such Purchaser specifically agrees to receive such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations covenants in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes or reasonably should believe constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. On and after the Effective Date, neither Investor nor any Affiliate Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively, to the Company or the stockholders of the Company, or to any other Person who is the source of material non-public information regarding the Company. The Company understands and confirms that each Purchaser Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations made by the Company in the Transaction Documents in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use agreed in writing to receive such information or has designated an agent of Purchaser to receive such informationinformation on its behalf. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Agreements, and the information set forth on the Disclosure Schedule, the Company represents, covenants and agrees that neither it nor any other Person person acting on its behalf will provide has provided any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations representation and covenant in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any the Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.. The Purchaser covenants with the Company as follows:

Non-Public Information. The Company covenants and agrees that neither it it, any Company Entity nor any other Person acting on its or their behalf will provide any Purchaser Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor and its employees, officers and directors will not, and it will not authorize any other Person acting on its behalf will to provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Subscriber shall have executed a written agreement regarding the confidentiality agreed in writing to receive such information and use of such informationhold it in confidence. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Purchasers shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser provided Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding information relating to the confidentiality and use of such informationCompany. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions subscribing for Units in securities of the CompanyOffering.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser Buyer or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser Buyer shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person acting on its behalf will not provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, and it will instruct any Person acting on its behalf from doing so, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that that, following the disclosure described in Section 4.4 hereof, neither it nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Company covenants and agrees that neither it nor any other Person person acting on its behalf will provide any Purchaser Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser thereto, Subscriber shall have executed a written agreement regarding the confidentiality and use of agreed in writing to receive such information. The Company understands and confirms that each Purchaser Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

Non-Public Information. The Except with regard to the Transactions, the Company covenants and agrees that neither it nor any other Person acting on its behalf will provide any Purchaser the Investor or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser the Investor, shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser the Investor shall be relying on the foregoing representations in effecting transactions in securities of the Company.. Notwithstanding the foregoing, the Investor Directors will not be restricted from receiving material non-public information in connection with their duties as directors of the Company;

Non-Public Information. The Company covenants represents and agrees warrants that neither it nor nor, to the best of its knowledge, any other Person acting on its behalf will provide behalf, has provided any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms acknowledges that each Purchaser shall be is relying on the foregoing representations in effecting transactions in securities of the Company.