THE USEAGE NUMBERS AND ANALYTICS, INCLUDING, WITHOUT LIMITATION, ANY PROJECTED USEAGE ANALYSIS, ARE BASED ON SOURCES OF INFORMATION BELIEVED BY THE COMPANY TO BE ACCURATE. THE KEY SOURCES OF SUCH INFORMATION ARE GOOGLE ANALYTICS AND APP FIGURES SERVICES. HOWEVER, THE COMPANY HAS NOT AND DOES NOT INTEND TO SEPARATELY VERIFY THESE SOURCES OF INFORMATION. EQUALLY, SUSTAINING CURRENT USEAGE INFORMATION AND ANY EXPECTATIONS ABOUT FUTURE USEAGE INFORMATION INVOLVES NUMEROUS RISKS AND UNCERTAINTIES. THE COMPANY’S PLANS AND OBJECTIVES ARE BASED ON A SUCCESSFUL EXECUTION OF THE COMPANY’S STRATEGY AND ARE BASED ON A NUMBER OF ASSUMPTIONS, INCLUDING THAT THERE WILL BE NO UNANTICIPATED MATERIAL ADVERSE CHANGE IN THE COMPANY’S OPERATIONS OR BUSINESS. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT THE INFORMATION CONTAINED HERE ARE ACCURATE, AND ANY UNDERLYING FINANCIAL PROJECTIONS ARE REASONABLE, THE INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED, AND ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES AROUND SUSTAINING OR PROJECTING USEAGE INFORMATION, THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE ACHIEVED. THE FINANCIAL PROJECTIONS, INCLUDING, WITHOUT LIMITATION, ALL THE PROJECTED USE OF PROCEEDS AND BUDGETS, ARE BASED ON CURRENT EXPECTATIONS THAT INVOLVE NUMEROUS RISKS AND UNCERTAINTIES. THE COMPANY’S PLANS AND OBJECTIVES ARE BASED ON A SUCCESSFUL EXECUTION OF THE COMPANY’S STRATEGY AND ARE BASED ON A NUMBER OF ASSUMPTIONS, INCLUDING THAT THERE WILL BE NO UNANTICIPATED MATERIAL ADVERSE CHANGE IN THE COMPANY’S OPERATIONS OR BUSINESS. ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, AND FUTURE BUSINESS DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE COMPANY BELIEVES THAT ITS ASSUMPTIONS UNDERLYING FINANCIAL PROJECTIONS ARE REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE FINANCIAL PROJECTIONS WILL PROVE TO BE ACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES IN THE FINANCIAL PROJECTIONS, THE INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE ACHIEVED.

This investor presentation includes certain statements, forecasts and projections provided by us and other sources believed by us to be reliable. The statements included in this investor presentation regarding our future financial position, business strategy, budgets, projected costs, goals, plans, objectives, expectations, assumptions and future events are forward-looking statements. Use of words such as “anticipate,” “expect,” “will,” “intend,” “plan,” “contemplate,” “consider,” “target,” “project,” “continue,” “ongoing,” “potential,”

“predict,” “believe,” “seek,” “schedule,” “estimate,” “should,” “would,” “could,” “can,” “may” and similar expressions are intended to identify such forward-looking statements.

Such forward-looking statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances, or achievements expressed or implied by the forward-looking statements. Our actual results of operations could differ materially from those expressed or implied by the forward-looking statements contained in this investor presentation. Consequently, you are cautioned not to place undue reliance on these forward- looking statements. The forward-looking statements made herein present our views only as of the date of this investor presentation, and we undertake no obligation to update such forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT`

This Confidentiality and Nondisclosure Agreement (this “Agreement”), effective this day, between you and PERQS, Inc. (“PQS”).

WHEREAS, Company and PQS are engaged in discussions regarding possible business relationships and transactions between the Parties (“Discussions”);

WHEREAS, each of the Parties contemplates sharing, at its discretion, certain confidential and proprietary ideas, concepts, and information for purpose of the Discussions; and

WHEREAS, the Parties wish to establish a means for protecting the confidential and proprietary nature of PQS’s business information in order to further encourage Discussions;

NOW THEREFORE, the Parties agree as follows:

1)            Definitions.

(a)                “Confidential Information” shall mean Information regarding PQS’s business including, but not limited to, information relating to copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.

(b)               “Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from PQS or its agents, in connection with this Agreement.

(c)                “Party”/”Parties” shall mean Company, PQS, or both Company and PQS, as the context allows.

2)            Obligation to Maintain Confidentiality; Standard of Care.All Confidential Information obtained by the Company under this Agreement shall be maintained in confidence by the Company.  The Company shall use reasonable efforts to protect and safeguard the Confidential Information of PQS, and shall exercise at least the same degree of care to protect and safeguard Confidential Information of PQS as the Company uses to protect and safeguard its own confidential or proprietary information.

3)            Restricted Use of Confidential Information.Without PQS’s prior written approval or as otherwise permitted by the terms of this Agreement:

(a)      Limited Use.  The Company shall not use Confidential Information of PQS directly or indirectly for any purpose except in connection with the Discussions; and

(b)     No Disclosure To Third Parties.  The Company shall not disclose Confidential Information or make such Confidential Information available to, any third party (other than to the Company’s Agents (as defined below) in accordance with the provisions in the next sentence).  Notwithstanding any provision in this Agreement to the contrary, the Company shall be permitted to disclose Confidential Information to any employee of the Company or to any of its attorneys, accountants, financial advisors, board members or other agents (collectively, “Agents”); provided, however, that the Company informs such employees and Agents of the confidential nature of the Confidential Information.

4)            Exceptions to Confidentiality Obligations.  The term “Confidential Information” shall not include the following Information:

(a)                Previously Known Information.  Information which was known to the Company before receipt thereof from PQS;

(b)               Third Party, Proper Disclosure.  Information which is disclosed to the Company by a third party who had a right to make such disclosure;

(c)                Public Domain Information.  Information which is or becomes part of the public domain otherwise than as a consequence of a breach by the Company of its obligations hereunder; and

(d)               Independent Development. Information which the Company can show was independently developed by the Company without the use of PQS’s Confidential Information.

5)            Governmental Orders; Discovery Requests.If the Company is ordered by a court, administrative agency, or other governmental body of competent jurisdiction to disclose Confidential Information of PQS, or if it is served or otherwise becomes aware of a motion or similar request that such an order is to be issued, then the Company will not be liable to PQS for disclosure of its Confidential Information required by such order if the Company (a) promptly notifies PQS of the motion or order by the most expeditious means possible; and (b) joins or agrees to not oppose a motion or similar request by PQS for an order protecting the confidentiality of the Confidential Information covered by such order. 

6)            Ownership of Information: Relationship of the Parties.  All Information provided by or obtained from PQS shall remain the property of PQS.  Without the prior written consent of the other, the Company shall not use any trademark or trade name of the other, shall not refer to the subject matter of this Agreement or refer to PQS in any promotional or marketing activities, and shall not disclose to others any specific information concerning the subject matter of this Agreement.  Except as otherwise expressly agreed, nothing herein shall be construed to grant to the Company any right or license under any trade secrets, copyrights, inventions, or patents now or hereafter owned or controlled by PQS.

7)            Provisional Relief.  It is understood and agreed that the disclosure of Confidential Information protected hereunder will cause harm not compensable in money damages, and that such disclosure justifies immediate, provisional relief.  The Company further agrees that the availability or grant of such relief shall not preclude or affect other remedies available to PQS.

8)            Termination.  This Agreement does not require or obligate the parties to continue Discussions, and either Party may terminate any Discussions contemplated by this Agreement for any reason, unless otherwise agreed in a writing signed by the Party sought to be bound.  The confidentiality obligations contained in this Agreement shall survive termination of this Agreement or termination of any Discussions.

9)            Treatment of Confidential Information Upon Termination.  In the event of the termination of Discussions for any reason, all Confidential Information of PQS disclosed to and all copies thereof made by the Company shall, upon request of PQS, be promptly returned to PQS or erased and destroyed; provided, however, that the Company shall be permitted to retain copies of this Agreement. The Company shall, upon request, provide to PQS certificates attesting to such destruction or return.

10)        General

(a)                Severability.  If any provision of this Agreement is held to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.

(b)               Choice of Law; Jurisdiction.  This Agreement shall be governed by and construed under the internal laws of the State of California.  The Parties agree that any action arising under this Agreement may be brought in state or federal court sitting in the State of California, agree to submit to the exclusive jurisdiction of such court, and agree that venue is proper in Orange County.

IN WITNESS WHEREOF, the parties have duly executed the Agreement to be effective on the date set forth above.