1. Purpose. The parties hereto have expressed an interest in entering into certain transactions of mutual interest (the"Proposed Transaction" ) and in connection with the Proposed Transaction, each party may disclose to the other certain confidential technical and business information which the parties desire to treat as confidential.
2. Confidential Information.

a. "Confidential Information" means any informationdisclosed by any party (the "Disclosing Party") to the other party(the "Receiving Party" ) including mention of association with or involvement in negotiations or work between the parties, either directly or indirectly, in writing, orally or by inspection of tangible objects, and may include but is not limited to any disclosure of location, business purpose, business function, work performed, money received or exchanged, proprietary rights, information or technology, personnel records, trade secrets, operational policies, market and industry studies and forecasts, inventions, designs, software, hardware configuration information, market and industry information, marketing and advertising plans, competitive analyses, sales information, customer relations and customer lists, customer information, terms of customer contracts, supplier lists and information, terms of supplier contracts, existing or proposed bids, negotiation and risk management strategies, servicing and training programs and arrangements, management operations, information relating to the board of directors, business plans or strategies, accounting records, financial or business projections, financial data including valuations, methods and procedures of transacting business, tax information, investor and lender relations and terms, and any documents, electronic transactions, oral disclosures, electronic records, notes, analyses or other data sources containing or embodying such Confidential Information. Certain of the Confidential Information may include information that is confidential in nature, a trade secret, patented, copyrighted or trademarked, is otherwise subject to legal protection, or may constitute a trade secret or know-how of the Disclosing Party. Confidential Information may also include information disclosed to a Disclosing Party by third parties. Confidential Information also includes: (i) all matters relating to the existence of this Agreement and the Proposed Transaction; (ii) the fact that discussions or negotiations are taking place concerning the Proposed Transaction; (iii) the fact that Receiving Party has received any information from Disclosing Party; and (iv) any of the terms or conditions or other facts with respect to the Proposed Transaction, including its status. All Confidential Information received by Receiving Party, regardless of whether such Confidential Information was disclosed prior to the execution of this Agreement, is subject to the terms, conditions, and limitations of this Agreement.

b. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; or (iii) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure and assistance, at the sole expense of the Disclosing Party, in obtaining an order protecting the information from public disclosure.
3. Ownership of Confidential Information.

a. The Receiving Party acknowledges and agrees that the Disclosing Party is and shall remain the exclusive owner of the Confidential Information and all patent, copyright, trade secret, trademark and other intellectual property rights therein. By entering into or providing information under this Agreement, the Disclosing Party is not, by implication or otherwise, granting any license or other rights to the Receiving Party under any of the Disclosing Party's patent, copyright, trade secret, know-how or any other intellectual property rights, whether by implication, estoppel, or otherwise.
4. Agreement.

a.The Receiving Party will keep Confidential Information secret and strictly confidential and will not use or disclose Confidential Information without the prior written consent of the Disclosing Party. Notwithstanding the foregoing, (i) the Receiving Party may disclose Confidential Information to its agents and representatives, such as but not limited to the Receiving Party's attorneys and accountants, who need to know such Confidential Information for the purpose of evaluating the Proposed Transaction (the "Representatives"); provided that such persons have been advised of this Agreement and have agreed to be bound by the provisions hereof and provided further that Receiving Party shall be liable for the actions of any Representative in violation of this Agreement; and (ii) the Receiving Party may use the Confidential Information in its consideration of the Proposed Transaction for technical and commercial evaluation purposes; provided that, except for determining the terms, if any, of the Proposed Transaction, such use is not detrimental to the Disclosing Party, or any of its owners, employees or customers. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the party hereunder.

b. Receiving Party agrees that it shall take reasonable measures and use best efforts to safeguard and protect the secrecy of and avoid unauthorized disclosure and use of the Confidential Information of the Disclosing Party. Without limiting the foregoing, Receiving Party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the Disclosing Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. The Receiving Party may only make copies of the Confidential Information as reasonable required for the purpose of evaluating the Proposed Transaction. Receiving Party shall reproduce the Disclosing Party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.

c. In the event that the Receiving Party becomes required by law to disclose the Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt written notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy. The Disclosing Party shall have the right to defend such action in lieu of and on behalf of the Receiving Party. The Receiving Party shall cooperate with the Disclosing Party in any effort to obtain such remedies, but the Disclosing Party shall not be required to undertake litigation or legal proceedings in its name. In the event that the Receiving Party is legally obligated to disclose any Confidential Information, the Receiving Party shall furnish only the portion of the Confidential Information that is legally required and will exercise its reasonable efforts to assure that the Confidential Information is treated confidentially.
5. INSIDER INFORMATION / TRADING.. Parties acknowledge and agree that both are aware that: (i) the Confidential Information may contain material, non-public information ("Insider Information") regarding DealRaise and/or Interested Party and/or either of their affiliates (respectively referred to as "PubCos" whether or not public yet) and (ii) the United States securities laws prohibit any persons who have material, non-public information concerning PubCos and/or its affiliates from purchasing or selling securities of PubCos or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Accordingly, you acknowledge and agree to maintain and preserve, as set forth herein, all Confidential Information and material non-public information regarding PubCos and/or its affiliates. You acknowledge and agree to abide by all laws, rules and regulations relating to the handling of and acting upon Insider Information including without limitation, trading (directly or indirectly) while in possession of Insider Information or disclosing or utilizing Insider Information in connection with the purchase or sale of securities. Further, you shall not, and you shall use your best efforts to ensure that your affiliates (and any person acting on their behalf or in concert with them) shall not, trade in the securities of PubCos (including any securities convertible into such securities, or any other right to acquire such securities) on the basis of, or if and while you or your representatives are in possession of Insider Information until such time as PubCos has publicly disclosed such information.
6. Return of Materials. The Receiving Party will promptly advise the Disclosing Party if it has determined not to pursue the Proposed Transaction. Upon written request by the Disclosing Party, the Receiving Party shall destroy or return, at the direction of Disclosing Party, all materials constituting Confidential Information received hereunder by the Receiving Party from or on behalf of the Disclosing Party, together with any copies, records, analyses, notes or other pertinent written, printed, or tangible materials embodying or derived using any Confidential Information, except as required by law or regulation. Upon Disclosing Party's request, Receiving Party shall certify in writing its destruction of all Confidential Information.
7. Circumvention.

a. Neither Receiving Party nor its Representatives shall use the Confidential Information in any way detrimental to the Disclosing Party or any of its owners, employees or customers or use the Confidential Information to garner an additional competitive advantage. However, this Agreement does not restrict either of the parties or their respective Representatives each from continuing to operate its business as it would have if it had not had access to the Confidential Information. All parties hereto agree that their obligation not to circumvent the rights of the other parties includes an obligation not to do any prohibited act indirectly. Without limitation, Receiving Party agrees that it will not authorize or permit any affiliate, employee, agent, consultant, subsidiary, subdivision, owner, or other third party with whom it is affiliated in any way whatsoever to engage in any activity which would be prohibited to the parties hereto. Notwithstanding the return or destruction of Confidential Information, the Receiving Party and its Representatives shall continue to be bound by their respective obligations of confidentiality and other obligations hereunder

b. In order to protect the Confidential Information to which the Receiving Party will be given access hereunder and the goodwill and business interests of the Disclosing Party, the Receiving Party agrees that it will not, without the prior written consent of the Disclosing Party, for a period of five (5) years following the date of execution hereof (the "Restrictive Period"), directly or indirectly (i) attempt to solicit any business from any person or entity which is, on the date hereof or at any time during the Restrictive Period, a customer of the Disclosing Party, provided that (a) this provision shall not limit the Receiving Party's ability to continue its business with existing customers of the Receiving Party in accordance with past practices, or (b) prevent the Receiving Party from soliciting business with new customers or suppliers in accordance with past practice and without use of the Confidential Information (ii) interfere in any way with any contractual or other business relationship of the Disclosing Party; or (iii) entice or hire, or attempt to entice or hire, the employees or independent contractors employed or hereafter employed by the Disclosing Party or any of its affiliates, except that the Receiving Party will not be precluded from hiring any such employee or independent contractor who responds to a general solicitation not targeted at employees or independent contractors of the Disclosing Party made by the Receiving Party in the ordinary course via employment agencies, advertisements, or other publications.
8. Equitable Relief. The Receiving Party agrees that any violation of the terms of this Agreement could cause immediate and irreparable harm to the Disclosing Party for which monetary damages will be an inadequate remedy, and the Receiving Party therefore agrees that upon the existence of any breach or threatened breach of this Agreement, the Disclosing Party will be entitled to seek a temporary restraining order, immediate permanent injunction against such breach, or other form of equitable relief from any appropriate court of competent jurisdiction. This provision shall not limit the right of the Disclosing Party to other damages and legal relief in addition to or substitution for such equitable relief, including recovery of actual or monetary damages.
9. Governing Law/Attorneys Fees. This Agreement is entered into in Cheyenne, Wyoming. The Receiving Party accordingly agrees that jurisdiction of any dispute which may arise hereunder shall lie in any court of general jurisdiction in Cheyenne, Wyoming. In the event legal action is necessary in order to enforce the rights of the Disclosing Party hereunder, the Disclosing Party shall be entitled to its legal costs and attorneys' fees, as well as any other relief to which it is entitled.
10. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such provision may be severed or enforced to the extent possible, and such invalidity, illegality or unenforceability shall not affect the remainder of this Agreement.
11. No License. Nothing in this Agreement is intended to grant any rights to either party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the Disclosing Party except as expressly set forth herein.
12. Termination. The obligations of the Receiving Party hereunder shall terminate five (5) years after disclosure of the last item of Confidential Information subject to this Agreement.
13. No Other Obligations. The Disclosing Party reserves the right, in its sole discretion and for any reason, to decline to provide any requested Confidential Information to the Receiving Party. The Receiving Party understands and acknowledges that neither the Disclosing Party nor its representatives make any representation or warranty, expressed or implied as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that unless and until a definitive agreement between Receiving Party and Disclosing Party with respect to the Proposed Transaction has been executed and delivered, neither Receiving Party nor Disclosing Party will be under an legal obligation of any kind whatsoever with respect to the Proposed Transaction by virtue of this or any other written or oral expression by it or any of its respective representatives except, in the case of this Agreement, for the matters specifically agreed to in this Agreement.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together will be deemed to be one and the same instrument binding upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the original or the same counterpart. For purpose of this Agreement, manual signatures exchanged via facsimile or e-mail shall be deemed originals, and the parties agree to exchange original signatures as promptly as possible.
15. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This document contains the entire agreement between the parties hereto with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or Confidential Information of the Disclosing Party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto