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CONFIDENTIALITY AGREEMENT

      

Dear Inquiring Mind(s):

The purpose of this Confidentiality Agreement (the "Agreement") is to provide the basis upon which Ryan Seitz and RYSEI, LLC ("OWNER") its subsidiaries, affiliates, directors, officers, employees, agents, financing sources, legal counsel, accountants and financial advisors may provide certain Confidential Information  to you (“RECIPIENT”) for Recipient’s use in evaluating a purchase of Ownership Shares from OWNER  (the "Proposed Transaction") OR to review the business plan and information for the purposes of entering into a partnership, employment, engagement for business services or any other means.  All references to  RECIPIENT include all of its subsidiaries, affiliates, directors, officers, employees, agents, financing sources, legal counsel, accountants and financial advisors (collectively, "Affiliates"). 

The term "Confidential Information" as used herein means all information concerning the Proposed Transaction, and all information concerning The Company, its ideas, its intellectual property and its proposed transactions, transactions under letter of intent, transactions under contract or agreement which are furnished to Recipient by or on behalf of OWNER pursuant to this Agreement or previously furnished to Recipient.  The term "Confidential Information" shall also include all analyses, compilations, studies or other documents (whether in writing or electronic storage), whether prepared by Recipient or others, which contain or otherwise reflect such information (collectively, the "Analyses").  All Confidential Information shall remain the sole and exclusive property of the party delivering such information to the other hereunder.

The term "Confidential Information" does not include information which (i) becomes generally available to the public, (ii) was available to Recipient on a non-confidential basis prior to its disclosure to Recipient by the other party hereunder, or (iii) becomes available to Recipient on a non-confidential basis from a source other than the other party hereunder, provided that source is not known by Recipient to be bound by a confidentiality agreement with the other party hereunder or otherwise prohibited from transmitting the information to Recipient by a contractual, legal or fiduciary obligation.

In consideration of OWNER, as the case may be, providing Recipient with Confidential Information,  Recipient agrees that all Confidential Information will be used solely for the evaluation and preparation of the materials for the Proposed Transaction and that all Confidential Information will be held and treated by it in strictest confidence and will not, without the prior written consent of OWNER, be directly or indirectly disclosed, in whole or in part, by it in any manner whatsoever; provided, however, Confidential Information may be provided to Affiliates on a need-to-know basis after each such Affiliate has been advised of this Agreement.

In consideration of the Confidential Information being furnished to Recipient, you hereby further agree that, without the prior written consent of OWNER, for a period of [three] years from the date hereof, neither you nor any of your affiliates (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), acting alone or as part of a group, will (1) acquire or offer or agree to acquire, directly or indirectly, by purchase or otherwise, any voting securities or securities convertible into voting securities of OWNER’s, (2) propose to enter into, directly or indirectly, any merger or business combination involving OWNER’s or any of its subsidiaries, (3) otherwise seek to influence or control, in any manner whatsoever (including proxy solicitation or otherwise), the management or policies of OWNER’s or (4) assist, advise or encourage (including by knowingly providing or arranging financing for that purpose) any other person in doing any of the foregoing.

In the event that Recipient does not participate in the Proposed Transaction or in the event OWNER’s or Recipient terminates the discussions respecting the Proposed Transaction, Recipient shall forthwith redeliver to the other party all written or electronic Confidential Information (whether prepared by Recipient, its Affiliates or otherwise) and will not retain any copies, extracts or other reproductions in whole or in part of such material, except that the Analyses prepared by Recipient or its Affiliates shall be destroyed, and such destruction shall be certified in writing to the other party hereunder by an authorized officer of Recipient supervising such destruction.

In the event that Recipient is requested by oral questions, interrogatories, requests for information or documents, subpoena, court order, civil investigation demand or other process to disclose any Confidential Information which disclosure is not otherwise permitted hereunder, Recipient agrees that it will provide the other party hereunder with prompt notice of any such request or requirement so that the other party hereunder may seek an appropriate protective order, or waive compliance with the provisions of this Agreement.  If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient is in the reasonable opinion of its counsel compelled to disclose Confidential Information pursuant to such request or else be liable for contempt or suffer other censure or significant penalty, it may disclose that portion of the Confidential Information which such counsel has advised that it is compelled to disclose.  In any event, it will not oppose action by, and will cooperate fully with, the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.

It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Recipient agrees that it shall not use Confidential Information other than in connection with the Proposed Transaction or in a manner that is otherwise inconsistent with the purpose for which it was supplied.

Recipient shall be liable to the other party hereunder for any failure to abide by the provisions of this Agreement by it or any of its Affiliates.  It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by Recipient or for any failure to abide by the provisions of this Agreement by any of its Affiliates and, accordingly, Brandywine shall be entitled to specific performance and injunctive relief as remedies for any such breach without the requirement that a bond be posted.  Such remedies shall not be deemed to be the exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies available at law or in equity to the other party hereunder; provided, however, such damages shall be limited to actual damages suffered rather than punitive or compensatory damages.

This Agreement reflects the entire understanding between the parties as to the subject matter hereof, and may be modified or waived only in writing signed by OWNER and Recipient and shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

If the foregoing reflects our Agreement, kindly sign and return one copy of this Agreement.

Very truly yours,

Ryan Seitz

President & CEO

RySei, LLC a Pennsylvania Corporation

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