Due Diligence; Non-Public Information. [[Investor:Organization]] shall have the right, from time to time as [[Investor:Organization]] may reasonably deem appropriate and upon reasonable advance notice to [[Company:Organization]], to perform reasonable due diligence on [[Company:Organization]] during normal business hours. [[Company:Organization]] and its officers and employees shall provide information and reasonably cooperate with [[Investor:Organization]] in connection with any reasonable request by [[Investor:Organization]] related to [[Investor:Organization]]'s due diligence of [[Company:Organization]]. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. [[Company:Organization]] confirms that neither it nor any other Person acting on its behalf shall provide [[Investor:Organization]] or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by [[Company:Organization]] in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by [[Company:Organization]] or any Person acting on its behalf (as determined in the reasonable good faith judgment of [[Investor:Organization]]), in addition to any other remedy provided herein or in the other Transaction Documents, [[Investor:Organization]] shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by [[Company:Organization]]; provided [[Investor:Organization]] shall have first provided notice to [[Company:Organization]] that it believes it has received information that constitutes material, non-public information, [[Company:Organization]] shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by [[Investor:Organization]], and [[Company:Organization]] shall have failed to publicly disclose such material, non-public information within such time period. [[Investor:Organization]] shall not have any liability to [[Company:Organization]], any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. [[Company:Organization]] understands and confirms that [[Investor:Organization]] shall be relying on the foregoing covenants in effecting transactions in securities of [[Company:Organization]].

Due Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request made by the Buyer in connection with # the filing of the registration statement described in Section 4(a) hereof and # the Commencement; provided, however, that at no time is the Company required or permitted to disclose material nonpublic information to the Buyer or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver of attorney-client privilege . Except as may be required by law, court order or governmental authority, each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party.