Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first Trading Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Warrants) Warrants (including all attachments, the “Form 8-K Filing”). Each Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the date filing of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to each Buyer any of the Buyers by the Company, Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause the Subsidiary and each of its and their respective officers, directors, employees and agents not to, provide each any Buyer with any material, non-public information regarding the Company or the Subsidiary from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of the Company while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, the Subsidiary, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, the Subsidiary, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On the Closing Date or such later time as shall be agreed between the Company and the Investor, the Company shall issue a press release reasonably acceptable to the Investor disclosing all material terms of the transactions contemplated hereby. As promptly as practicable but in any event not later than 5:30 p.m., New York local time, on the first Trading Day following the Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Other Investor Documents, the Series D Certificate of Designations, the Exchange Registration Rights Agreement and the form of the Exchange Warrants and in the form required by the 1934 Act and attach all (the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form "8-K Filing”FILING"). From Notwithstanding the foregoing, the preceding sentence is not intended to impose any greater disclosure obligation on the Company than is imposed by the 1934 Act and after the date rules promulgated thereunder. The Company shall provide the Investor with a draft copy of the Form 8-K FilingFiling as early as practicable prior to the filing. Thereafter, for a period of two years the Company shall have disclosed provide the Investor promptly after filing with copies of all material, non-public information (if any) delivered to each Buyer filings made by the Company, Company with the SEC pursuant to Section 13 or 15 of the ▇▇▇▇ ▇▇▇. The Company and the Investor shall consult with each other in issuing any press releases or otherwise in making public statements or filings with the SEC or any of its officers, directors, employees regulatory agency or agents in connection Principal Market with respect to the transactions contemplated hereby. Except as set forth above, neither the Investor nor the Company shall issue any press release or otherwise make any public statement, filing or other communication about the transactions contemplated hereby without the prior consent of the other, except if such disclosure is required by law or the Transaction Documentsrules and regulations of any Principal Market, in which case the disclosing party shall promptly provide the other parties with prior notice of such public statement, filing or other communication. The Company shall not, and the Company shall use its reasonable best efforts to cause each of its officers, directors, employees and agents not to, provide each Buyer the Investor with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material nonpublic information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives Subsidiaries from and after the Company, any filing of its subsidiaries or any the 8-K Filing without the express written consent of its or its officers, directors, employees, shareholders or agentsthe Investor.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Investor disclosing all material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without the prior written consent of Investor, which shall not be unreasonably withheld. No later than the fourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and Agreement, the form of Warrant and the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) such Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each BuyerInvestor, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer any Investor (or any of its members or affiliates) in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and not publicly disclose the Company shall cause each name of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date Purchaser or any affiliate or investment adviser of the Form 8-K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such BuyerPurchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (iib) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsApplicable Law.

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each the Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each the Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each the Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each the Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement and the form of the Warrants) Registration Rights Agreement (including all attachmentssuch Form or Forms 8-K, collectively, the “"Announcing Form 8-K Filing”K"). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not toto not, provide each any Buyer with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). Without the prior written consent of each Buyer, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwiseBuyer. Notwithstanding anything contained in this Agreement to the contrary and without implication herein, in the event that the contrary would otherwise be trueCompany believes that a notice or communication to any Buyer contains material, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed non-public information relating to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such Buyer receives from notice or communication do not constitute material, non-public information relating to the Company, any of its subsidiaries Company or any of its the Subsidiaries. Upon receipt or its officersdelivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, directorsunless the Company has in good faith determined that the matters relating to such notice do not constitute material, employeesnon-public information relating to the Company or the Subsidiaries, shareholders the Company shall within one Business Day after any such receipt or agentsdelivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Note and the form of the WarrantsWarrant) as exhibits to such filing (such filing, including all such attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection the 8-K Filing; provided, however, that the mere possession of such information by a director of the Company who is affiliated with a Buyer shall not be required to be disclosed in the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, (i) issue a press release (the "Press Release") reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form "8-K Filing”"). From and after the date issuance of the Form 8-K FilingPress Release, the Company represents to the Buyers that it shall have publicly disclosed all material, non-public information (if any) delivered to each Buyer any of the Buyers by the CompanyCompany or any of its Subsidiaries, or any of its their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall notIn addition, and effective upon the issuance of such press release, the Company shall cause each acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without Buyers or any of their Affiliates on the express prior written consent of such Buyerother hand, shall terminate. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) other Transaction Documents as an exhibit to such filing (including all attachments, the “Form 86-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and not publicly disclose the Company shall cause each name of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date Purchaser or any Affiliate or investment advisor of the Form 8-K Filing Purchaser, or include the name of any Purchaser or any Affiliate or investment advisor of the Purchaser in any filing with the Commission (other than in any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such BuyerPurchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior written notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the Form 86-K Filing and contemporaneously therewith and therewith, (iib) as is required by applicable law and regulations law, or (provided that c) in the case of clause (i) such Buyer shall be consulted by the Company filings or other documents provided, submitted or filed in connection with any claim, action, suit, arbitration, investigation or other proceeding; provided, further, that such press release Purchaser shall be entitled, without the prior approval of the Company, to make any filing or other public disclosure prior with respect to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than transactions as is required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to Section 13 of the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsExchange Act.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date None of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, its Subsidiaries, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of each Buyer, to make any press release file the 8-K Filing or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Law and regulations (provided that in regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerforegoing, the Company shall not (and shall cause each of its affiliates to not) publicly disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Affiliates, or include the name of Buyer receives from the Company, any of its subsidiaries or any of its Affiliates in any filing with the SEC or its officersany regulatory agency or Trading Market, directorswithout the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), employeesexcept: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, shareholders (y) any registration statement contemplated by the Registration Rights Agreement, or agents(z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b).

Disclosure of Transactions and Other Material Information. The Before 9:30 a.m., New York City time, on the Trading Day following the date of this Amendment, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents this Amendment in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, this Agreement and attaching the form of the Warrants) Amendments as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, upon the filing of the 8-K Filing, the Company shall have acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed all materialin the 8-K Filing, non-public information (if any) delivered to each Buyer by whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its officersaffiliates, directorson the other hand, employees or agents in connection with shall terminate. Neither the transactions contemplated by Company, its Subsidiaries nor the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any issue a press release or make such other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Investor (which may be granted or withheld in the Investor's sole discretion), except as required by applicable law and in any Resale Registration Statement, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer the Investor in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the second (2nd) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or prior to the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Senior Notes, the form of Certificate of Designations and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (x) the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)) and (y) after the issuance of the Press Release, Buyer shall be entitled, without the prior approval of the Company, to make any press release or other public disclosure with respect to such transactions. Without the prior written consent of each BuyerBuyer (which shall not be unreasonably withheld), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (filing, announcement, release or otherwise, other than as set forth in the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement securities or exchange filings and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsexchange rules.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and Agreement, the form of the WarrantsNotes and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerBuyer pursuant to a confidentiality agreement with the Company or otherwise. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be trueexcept as required by law, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, regulation or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsgovernmental agency.

Disclosure of Transactions and Other Material Information. The Company On or before 8:30 a.m., New York Time, on the first Business Day following the date of this Agreement, the Issuers and the Guarantors shall cause Parent to issue a press release and file a Current Report on Form 8-K with the SEC, and a comparable filing in Canada, describing all the material terms of the transactions contemplated by the Transaction Documents Documents, in a form reasonably acceptable to the form required by Buyer (provided that the Parent shall be authorized to give final clearance, with advice of counsel, to the press release or Current Report on Form 8-K and the related Canadian filing) and satisfying the requirements of the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Indenture, and the form of the WarrantsNotes) as exhibits to such filing (including all attachmentssuch filed exhibits and the related Canadian filing, the “Form 8-K Filing”). From Buyer hereby approves inclusion of its name in the 8-K Filing and after the date of the in a similar Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents be filed in connection with the transactions contemplated by Closing. Parent, the Transaction Documents. The Company Issuers and their Subsidiaries shall not, and the Company shall cause each of its their respective officers, directors, employees and agents not to, provide each the Buyer with any material, non-public information regarding Parent, the Company Issuers and their Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of the Buyer. In the event of a breach of the foregoing covenant, in addition to any other remedy provided herein or in the Transaction Documents, Parent and the Issuers will cooperate with the Buyer to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such Buyermaterial, non-public information, as soon as reasonably practicable. Subject to the foregoing, neither none of Parent, the Company nor any Buyer Issuers or their Subsidiaries shall issue any press releases release or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) except as is required by applicable law and regulations (regulations, provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with therewith and shall be given a reasonable opportunity to review and comment on any such press filing or release or other public disclosure prior to its release)release and/or filing. Without the prior written consent of each the Buyer, none of Parent, the Company Issuers or any of their Subsidiaries or affiliates shall not (and shall cause each of its affiliates to not) disclose the name of such the Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to otherwise without the contrary prior written consent of the Buyer except, based on advice of counsel, as required by United States or Canadian securities laws or the rules and without implication that regulations of the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsToronto Stock Exchange.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first Business Day following the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by any documents relating to the Transaction Documents issuance of the Replacement Warrants in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attach all attaching the material Transaction Documents transaction documents (including, without limitation, this Agreement and the form of the Replacement Warrants) as exhibits to such filing (including all attachments, the “Form 8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company Investors shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (provided that in the case of clause (i) such Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the second (2nd) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrantseach Convertible Note) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-8 K Filing or any filing that incorporates language from the Form 8-8 K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., California time, on the second (2nd) Business Day after the date of this Agreement, (x) issue a press release (the “Press Release” ) disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form and to the extent required by the 1934 Exchange Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of the Registration Rights Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date issuance of the Form 8-K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer any of the Investors by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer any Investor with any material, non-public information regarding the Company from and after the date issuance of the Form 8-K Filing Press Release without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither Neither the Company nor any Buyer Investor shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerany Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Applicable Law and regulations (provided that in the case of clause (i) such Buyer each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe applicable Investor, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer Investor in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as otherwise required by applicable law or rules and regulationsApplicable Law), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November , 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 8:30 a.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, form of this Agreement and the form of the Warrants) Warrant as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company On or before 8:30 a.m., New York City time, on the second business day following the Closing, the Corporation shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, attaching this Agreement and the form of the Warrants) as an exhibit to such filing (including all attachments, the “Form "8-K Filing”"). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the CompanyCorporation, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company Corporation shall not, and the Company shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company Corporation or any of its subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerPurchaser or as may be required under the terms hereof. Subject to the foregoing, neither the Company Corporation, its subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Corporation shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer each Purchaser shall be consulted by the Company Corporation in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerany applicable Purchaser, neither the Company shall not (and shall cause each Corporation nor any of its subsidiaries or affiliates to not) shall disclose the name of such Buyer Purchaser in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained , unless such disclosure is required by law, regulation or the principal market or exchange in this Agreement to which the contrary and without implication that Common Stock of the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsCorporation is then trading.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York City time, on the first business day after the date hereof, file a Current Report on Form 8-K describing reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Act Act, and attach all the material Transaction Documents (including, without limitation, this Agreement and attaching the form of the Warrants) this Agreement as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date Except with respect to any Buyer a representative of which is a member of the Form 8-K FilingBoard of Directors of the Company or any other Buyer affiliated with such Buyer, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section 4(f) without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer Essex Woodlands Health Ventures VII, L.P. (the “Lead Buyer”) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day (as used herein, the term "Business Day" shall mean any day except a Saturday, Sunday or day on which banking institutions are legally authorized to close in Tempe, Arizona) immediately following the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations, and the Registration Rights Agreement, in the form required by the 1934 Exchange Act and attach all (the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form "8-K Filing”"). From and after the date filing of the Form 8-K FilingFiling with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. Subject to the foregoing, neither Neither the Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The (i) Contemporaneous with or prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 4:00 p.m. (New York City time) on the fourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all (the material “Announcing Form 8-K”) with the SEC. The Announcing Form 8-K, which may be included within the Super 8-K, (x) shall describe the terms of the transactions contemplated by the Transaction Documents in Documents, including the purchase of the Notes and Warrants, (y) shall include as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Registration Rights Agreement, the form required by of Company and Subsidiary Pledge Agreement, the 1934 Act and attach all form of Security Agreement, the material Transaction Documents (includingform of Account Control Agreement, without limitationthe form of Subsidiary Guaranty, this Agreement the form of Shareholder Guaranty and the form of the Warrants) (including all attachmentsShareholder Pledge Agreement, the “Form 8-K Filing”)form of Note and the form of Warrant, and (z) shall include any other information required to be disclosed therein pursuant to any Securities Laws or other Laws. From and after the date of the Form 8-K FilingUnless required by Law, the Company shall have disclosed all material, non-not make any public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with announcement regarding the transactions contemplated by hereby prior to the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such BuyerClosing. Subject to the foregoingagreements and covenants set forth in this Section 4(i), neither the Company nor any Buyer shall not issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations Law (provided provided; however, that in the case of clause (i) such Buyer Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). (ii) From and after the filing of the Announcing Form 8-K and the Super 8-K with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Without Notwithstanding any provision herein to the prior written consent of each Buyercontrary, the Company shall not (not, and shall cause each of its affiliates to not) disclose the name Subsidiaries and its and each of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing their respective Affiliates, officers, directors, employees and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has agents not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, provide any Buyer with any material nonpublic information regarding the Company or any of its subsidiaries (as applicable) Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC, without the express prior written consent of such Buyer. In the event that such a Buyer receives from believes that the Company, any of its subsidiaries Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents has breached the foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) make public disclosure of the claimed material nonpublic information provided to such Buyer by the end of the second full Business Day following receipt of the notice provided for in the immediately preceding sentence, then, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees, shareholders stockholders or agentsagents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor (as defined in Section 4(j)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within one Business Day after any such receipt or delivery Publicly Disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 6.00 pm ET, New York City Time, on January 19, 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 8:30 a.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, form of this Agreement and the form of the Warrants) Warrant as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The No later than the first business day following the date of the Closing, the Company (i) shall issue a press release regarding the transactions contemplated by the Transaction Documents, the ▇▇▇ Acquisition Transaction, the TASK Acquisition Transaction, and any other material, non-public information provided to any Buyer prior to such date (the “Disclosed Transactions”) and (ii) shall file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing all the material terms of the transactions contemplated by the Transaction Documents Disclosed Transactions in the form required by the 1934 Act and attach all attaching the material Transaction Documents as exhibits to such filing (includingwhich shall not include schedules or exhibits not customarily filed with the Commission). In furtherance of the foregoing, without limitation, the Company shall provide each Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of all documents to be publicly disclosed or filed with the Commission in connection with the Disclosed Transactions and give reasonable consideration to all such comments. Notwithstanding anything in this Agreement and to the form contrary, any statement included in any Company press release, public filing or other public statement that is attributed to any Buyer or any of the Warrants) (including all attachments, the “Form 8-K Filing”)its Affiliates shall be subject to prior approval of such Buyer. From and after the date issuance of the such press release and Form 8-K FilingK, the Company Buyers shall have disclosed all not be in possession of any material, non-public information (if any) delivered to each Buyer by received from the Company, Company or any of its officers, directors, employees or agents in connection agents, and the Buyers shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the transactions contemplated by Company or any of its Affiliates with respect to the Transaction DocumentsDisclosed Transactions. The Notwithstanding anything in this Agreement to the contrary, the Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each the applicable Buyer, the Company shall not (and shall cause each of its affiliates to not) publicly disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that Affiliates or advisors, or include the name of such Buyer receives from the Company, any of its subsidiaries or any of its Affiliates or its officersadvisors (i) in any press release or marketing materials, directors(ii) in any filings with the Commission or any regulatory agency or trading market or (iii) in any other public statement except (A) required by the federal securities law in connection with the Registration Statement, employeesand (B) to the extent such disclosure is required by Applicable Laws, shareholders at the request of the Staff of the Commission or agentsregulatory agency or under regulations of the Principal Market or by any other Governmental Authority; provided, that, notice of such disclosure will be provided to Buyer in advance of such disclosure if permitted by Applicable Laws.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the second (2nd ) Business Day after the Court Order referenced above in paragraph 2(b)(i), file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, attaching this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) regarding the Company that was delivered to each Buyer the Claimant by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsthis Agreement. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer Claimant with any material, non-public information regarding the Company from and after the date filing of the Form 8-K Filing without the express prior written consent of such BuyerClaimant. Subject to the foregoing, neither Neither the Company nor any Buyer Claimant shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each BuyerClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer Claimant shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Claimant, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer Claimant in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulationsFiling), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer Claimant shall not have (unless expressly agreed to by such Buyer Claimant after the date hereof in a written definitive and binding agreement executed by the Company and such BuyerClaimant), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of the Warrants and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company No Buyer shall have disclosed all material, non-public information (if any) delivered any liability to each Buyer by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, stockholders or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with for any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyerdisclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its affiliates to not) Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company On or before 8:30 a.m., New York City time, on the second (2nd) Business Day following the Closing Date, Social shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (includingincluding as exhibits to such Form 8-K this Agreement, without limitation, this Agreement and the form of Note, the Warrants) form of Warrant and the Registration Rights Agreement (such filing, including all attachments, the “Form "8-K Filing”"). From Social shall provide the Agent, the Lenders and after the date of Holders a reasonable opportunity to review the Form 8-K FilingFiling prior to the filing thereof, the Company shall have disclosed all material, subject to Section 8.34 of this Agreement. Any material non-public information (if any) delivered provided by any Borrower to each Buyer by the Company, or any of its officers, directors, employees or agents Lender in connection with the transactions contemplated hereby shall be included by Social within the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form aforementioned 8-K Filing without Filing. None of the express prior written consent Credit Parties or any of such Buyer. Subject to their respective Subsidiaries, on the foregoingone hand, neither or the Company nor any Buyer Lenders, Holders or the Agent, on the other hand, shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Lender, Holder or the Agent without the prior written consent of (a) the Lenders, Holders or the Agent, with respect to any proposed issuance by the Credit Parties or any of their respective Subsidiaries, or (b) the Credit Parties, with respect to any proposed issuance by any Lender, Holder or the Agent, in any such case, which consent shall not be unreasonably withheld; provided, however, the Company that Social shall be entitled, without the prior approval of each Buyerany Lender or Holder or the Agent, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) such Buyer ii), each Lender, Holder and the Agent shall be consulted by the Company Social in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary contained herein, Social and without implication that each of the contrary would otherwise be true, the Company expressly other Credit Parties acknowledges and agrees that each Buyer has not hadHolder and/or its Affiliates may file a Schedule 13G or Schedule 13D (or amendment thereto) and other filings required under the 1934 Act relating to the transactions contemplated hereby and any amendments thereto, and include in such Buyer shall not have Schedule 13G or Schedule 13D (unless expressly agreed to by and amendments thereto) and any such Buyer after other filings under the date hereof in a written definitive and binding agreement executed by the Company and 1934 Act such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company transactions contemplated hereby and other matters relating to Social and the other Credit Parties as such Holder or Affiliate thereof determines after consultation with its legal counsel should be included therein, and Social and each of the other Credit Parties agrees that no such filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement, any other Transaction Document or any other agreement to which any Credit Party is a party or otherwise bound; provided, however, that each Lender shall use its reasonable efforts to limit any such disclosure to the requirements of Schedule 13G or Schedule 13D (and amendment thereto) or such other applicable form or schedule as determined by such Lender in consultation with its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentslegal counsel.

Disclosure of Transactions and Other Material Information. The Company shall shall, after 4:00 p.m., New York time, and prior to 5:30 p.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attach attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement and the form of the WarrantsNote) (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer the Holder by the CompanyCompany or any of its subsidiaries, or any of its their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Exchange Documents. The Company shall notNeither the Company, and its subsidiaries nor the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Holder, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulationsFiling), announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the contrary and without extent such disclosure is required by applicable law or market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder. Without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer the Holder has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer the Holder after the date hereof in a written definitive and binding agreement executed by the Company and such Buyerthe Holder), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsit subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 9:30 a.m., New York time, on the Business Day after the date of this Agreement, (x) issue a press release (the “Press Release”) disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form and to the extent required by the 1934 Exchange Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of the Registration Rights Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date issuance of the Form 8-K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer any of the Investors by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer any Investor with any material, non-public information regarding the Company from and after the date issuance of the Form 8-K Filing Press Release without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither Neither the Company nor any Buyer Investor shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; providedprovided , howeverhowever , the Company shall be entitled, without the prior approval of each Buyerany Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Applicable Law and regulations (provided that in the case of clause (i) such Buyer each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe applicable Investor, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer Investor in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as otherwise required by applicable law or rules and regulationsApplicable Law), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer B▇▇▇▇ has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Unless otherwise agreed to by the parties, the Company shall shall, on or before 9:30 a.m., New York time, on the first (1st ) Business Day after the Closing, (x) issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Company disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From The Company (i) acknowledges and after the date of the Form 8-K Filingagrees that by October 15, 2014, the Company shall have disclosed all material, Buyer will not be in possession of any material non-public information (if any) delivered to each Buyer by regarding the Company, Company or any of its officers, directors, employees or agents in connection with Subsidiaries disclosed as part of the transactions contemplated by disclosures made to Buyer pursuant to the Transaction Documents. The Company NDA and (ii) shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date execution of the Form 8-K Filing this Agreement without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). Subject to Neither the foregoingCompany, neither the Company its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each any Buyer, to make the Press Release and any other press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted regulations. Unless required by the Company in connection with any such press release or other public disclosure prior to its release). Without law, without the prior written consent approval of each the Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulationsFiling), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each no Buyer has not had, and such no Buyer shall not have (unless expressly agreed to by such a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyerparticular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) Subsidiaries that such Buyer receives from the Company, any of its subsidiaries Subsidiaries or any of its or its their respective officers, directors, employees, shareholders stockholders or agents, other than as set forth in the NDA.

Disclosure of Transactions and Other Material Information. The (i) On or prior to 4:00 p.m. (New York City time) on the second Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all (the material “Announcing Form 8-K”) with the SEC. The Announcing Form 8-K, (x) shall describe the terms of the transactions contemplated by the Transaction Documents in Documents, including the purchase of the Notes, (y) shall include as exhibits to such Form 8-K this Agreement (but not the schedules hereto), the form required by of Note and the 1934 Act form of Pledge and attach all the material Transaction Documents (including, without limitation, this Security Agreement and the form of the WarrantsGuaranty, and (z) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have include any other information required to be disclosed all material, non-public information (if any) delivered therein pursuant to each Buyer by the Company, any Securities Laws or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsother Laws. The Company shall not, represents and warrants that none of the Company shall cause each information contained in any of its officers, directors, employees and agents not to, provide each Buyer with any material, the schedules hereto (except for information specifically regarding the transaction contemplated hereby) constitutes material non-public information regarding the Company from and after or any of its Subsidiaries. Unless required by Law, the date of Company shall not make any public announcement regarding the Form 8-K Filing without transactions contemplated hereby prior to the express prior written consent of such BuyerClosing. Subject to the foregoingagreements and covenants set forth in this Section 4(j), neither the Company nor any Buyer shall not issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations Law (provided provided; however, that in the case of clause (i) such Buyer Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). (ii) The Company hereby represents, warrants, covenants and agrees that on and after the December 4, 2007, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Without Notwithstanding any provision herein to the prior written consent of each Buyercontrary, the Company shall not (not, and shall cause each of its affiliates to not) disclose the name Subsidiaries and its and each of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing their respective Affiliates, officers, directors, employees and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has agents not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, provide any Buyer with any material nonpublic information regarding the Company or any of its subsidiaries (as applicable) Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC, without the express prior written consent of such Buyer. In the event that such a Buyer receives from believes that the Company, any of its subsidiaries Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents has breached the foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) make public disclosure of the claimed material nonpublic information provided to such Buyer by the end of the second full business day following receipt of the notice provided for in the immediately preceding sentence, then, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make public disclosure in the form of a press release, public advertisement or otherwise, of such material nonpublic information without prior approval by the Company or any of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or its their respective Affiliates, officers, directors, employees, shareholders stockholders or agentsagents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor (as defined in Section 4(k)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries, the Company shall within one Business Day after any such receipt or delivery Publicly Disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. The As soon as practicable on the first Business Day following the execution and delivery of this Agreement, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act Act, and attach all the material Transaction Documents (including, without limitation, attaching this Agreement (and the form of the Warrantsall schedules to this Agreement) as an exhibit to such filing (including all attachments, the “Form "8-K Filing”FILING"). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer with any material, non-public material nonpublic information regarding the Company or any of its subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such each Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York time, on the fourth Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching (unless the Company shall elect to defer the filing of exhibits as permitted by the ▇▇▇▇ ▇▇▇) the material Transaction Documents (including, without limitation, this Agreement Agreement, the Certificate of Designations and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer (or its transferee) with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerBuyer (or its transferee). Subject to the foregoing, neither none of the Company nor any Company, its Subsidiaries or Buyer (or its transferee) shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each BuyerBuyer (or its transferee), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer (or its transferee) shall be consulted (to the extent reasonably practicable) by the Company in connection with any such press release or other public disclosure prior to its release). Without Except as set forth above, without the prior written consent of each Buyerany applicable Buyer (or its transferee), neither the Company shall not (and shall cause each nor any of its affiliates to not) Subsidiaries shall disclose the name of such Buyer (or its transferee) in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby (the “Press Release”). On or before 8:30 a.m., New York Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “Form 86-K Filing”). From and after the date filing of the Form 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing Press Release without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of the Company and the Buyers shall be entitled, without the prior approval of each Buyerthe other parties to this Agreement, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer the Company or the Buyers, as the case may be, shall be consulted by the Company in connection with any such party seeking to make the press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports or except as provided in the previous sentence, the Company shall not disclose the name of any Buyer without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K 8‑K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “Form 8-K 8‑K Filing”). From and after the date of the Form 8-8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-8 K Filing or any filing that incorporates language from the Form 8-8 K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company On or before 8:30 a.m., New York City time, on the fourth Business Day following each Closing Date, the Principal Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (includingattaching this Agreement, without limitation, this Agreement and the form of Note and the Warrants) Registration Rights Agreement (including all attachments, the “Form 8-K Filing”). From The Principal Borrower shall provide the Agent, the Lenders and after the date of the Form Holders a reasonable opportunity to review each 8-K Filing, Filing prior to the Company shall have disclosed all material, non-public information (if any) delivered filing thereof. Notwithstanding anything to each Buyer by the Company, contrary contained in this Agreement or any of its officers, directors, employees or agents in connection with the transactions contemplated by the other Transaction Documents. The Company , each of the Borrowers shall not, and the Company shall cause each of its their respective officers, directors, employees and agents not to, provide each Buyer any Lender with any material, non-public information regarding the Company ▇▇▇▇▇ Confidential Information from and after the date of time the Form 8-K Filing without is made with the express SEC unless prior written consent to delivery thereof, (A) the Borrowers shall have disclosed to the Lenders (x) that they are required to deliver information that is ▇▇▇▇▇ Confidential Information, (y) a general description of the nature of such Buyerinformation and a redacted version of any document otherwise required to be delivered that contains such information and (z) the provision of this Agreement or the other Transaction Documents that otherwise requires disclosure of such information, (B) the Lenders shall have specifically requested delivery of such information after being informed that such information is ▇▇▇▇▇ Confidential Information, and (C) the Lenders and the Borrowers shall have negotiated in good faith to enter into, and shall have entered into, a confidentiality arrangement applicable to such information on terms substantially the same as those set forth in Section 5.1 of the ▇▇▇▇▇ License Agreement, as in effect on October 19, 2009, with ▇▇▇▇▇ as a third party beneficiary of such confidentiality arrangement; provided that if the Borrowers do not deliver such information because either the Lenders decline to receive such information hereunder or the Lenders and Borrowers do not or are unable to enter into such a confidentiality arrangement after such good faith negotiations, then the Borrowers shall not be in breach of either this covenant or the provision of this Agreement or the other Transaction Documents that otherwise requires disclosure of such information. Subject to the foregoingforegoing provisions of this Section 8.26, neither any of the Company Borrowers nor any Buyer Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of each Buyerany Lender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) such Buyer each Lender shall be consulted by the Company Principal Borrower in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerany applicable Lender, none of the Company Borrowers shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer any Lender or its affiliates in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwiseotherwise unless required by law. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be truecontained herein, the Company expressly Principal Borrower acknowledges and agrees that each Buyer has not hadthe Lenders and/or their Affiliates may file a Schedule 13D relating to transactions contemplated hereby and any amendments thereto, and include in such Buyer shall not have Schedule 13D (unless expressly agreed to by and amendments thereto) such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company transactions contemplated hereby and other matters relating to the Principal Borrower as the Lenders determine after consultation with their legal counsel should be included therein, and agrees that no such filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement or any Transaction Document; provided, however, that the Lenders shall use their reasonable efforts to limit any such disclosure to the requirements of its subsidiaries (the Schedule 13D as applicable) that such Buyer receives from determined by the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsLenders in consultation with their legal counsel.

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “Form 86-K Filing”). From and after the date of the Form 86-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 86-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 86-K Filing or any filing that incorporates language from the Form 86-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not hadthat, from and after the Execution Date, and such except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries Subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries Subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “as exhibits to such Form 8-K Filingthis Agreement, the Registration Rights Agreement and the Certificate of Designation (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). From and after the date Unless required by applicable law or a rule of the Form 8-K FilingPrincipal Market, the Company shall have disclosed all materialnot make any public announcement regarding the transactions contemplated hereby or by the other Transaction Documents prior to the Closing Date. The Company confirms that, following the filing of the Announcing Form 8-K, no Buyer will be deemed to be in possession of material non-public information concerning the Company (if any) delivered to each Buyer the extent that such information was provided by the Company, or any Company prior to the filing of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentssuch Form 8-K). The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not toto not, provide each any Buyer with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer or any of such Buyer’s Affiliates; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). Without the prior written consent of each Buyer, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not (and shall cause each of its affiliates to not) disclose the name of such any Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwiseof such Buyer’s Affiliates. Notwithstanding anything contained in this Agreement to the contrary and without implication herein, in the event that the contrary would otherwise be trueCompany believes that a notice or communication to any Buyer contains material, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed non-public information relating to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such Buyer receives from notice or communication do not constitute material, non-public information relating to the Company, any of its subsidiaries Company or any of its the Subsidiaries. Upon receipt or its officersdelivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, directorsunless the Company has in good faith determined that the matters relating to such notice do not constitute material, employeesnon-public information relating to the Company or the Subsidiaries, shareholders the Company shall within one Business Day after any such receipt or agentsdelivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement Agreement, the Certificate of Designation for the Series C Preferred Shares and the form of each of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates Affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders stockholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on December 29, 2008, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of certain warrants that will become issuable upon the extension of the Company’s current borrowing and guarantee facility with Sanderling Venture Partners and Alafi Capital Company (the “Credit Support Warrants”) and the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of Warrants and the WarrantsRamius Securities Purchase Agreement (as defined in Section 7(xiii)) and other agreements related thereto) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by Neither the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained otherwise other than in this Agreement to connection with the contrary and without implication that the contrary would otherwise be trueRegistration Statement unless such disclosure is required by law, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company regulation or any of its subsidiaries (as applicable) that such Buyer receives from Eligible Market on which the Company, any of its subsidiaries ’s securities are then listed or any of its or its officers, directors, employees, shareholders or agentsquoted.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each any Buyer with any material, non-public information regarding the Company or the Subsidiaries from and after the date issuance of the Form 8-K Filing Press Release without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, any Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Buyer may make such filings as may be required under Section 13 and Section 16 of the 1934 Act. Without the prior written consent of each Buyerthe applicable Buyer and notwithstanding anything to the contrary in this Agreement, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer or any affiliate of the Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement , except as otherwise required by any law, rule or regulation applicable to the contrary and without implication that Company after consultation with the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations and the WarrantsRegistration Rights Agreement) (including all attachments, the “Form "8-K Filing”"). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public any material nonpublic information (if any) delivered to each Buyer the Buyers by the CompanyCompany or any of its Subsidiaries, or any of its their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its affiliates to not) Subsidiaries shall disclose the name of such any Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, attaching this Agreement and the form of the Warrants) as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and not publicly disclose the Company shall cause each name of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date Purchaser or any affiliate or investment adviser of the Form 8-K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such BuyerPurchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City Time, on the first trading day following the Initial Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing"). On or before 8:30 a.m., New York City Time, on the first trading day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K Filing”)with the SEC describing the transaction consummated or proposed on such date. From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any Subsidiary or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each Subsidiary and each of its respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public material nonpublic information regarding the Company or any Subsidiary from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyin this Agreement or the other Transaction Documents; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company On or before 8:30 a.m., New York City time, on the business day immediately following the Closing, the Corporation shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, attaching this Agreement and the form of the Warrants) as an exhibit to such filing (including all attachments, the “Form "8-K Filing”"). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the CompanyCorporation, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company Corporation shall not, and the Company shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company Corporation or any of its subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerPurchaser or as may be required under the terms hereof. Subject to the foregoing, neither the Company Corporation, its subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Corporation shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer each Purchaser shall be consulted by the Company Corporation in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerany applicable Purchaser, neither the Company shall not (and shall cause each Corporation nor any of its subsidiaries or affiliates to not) shall disclose the name of such Buyer Purchaser in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained , unless such disclosure is required by law, regulation or the principal market or exchange in this Agreement to which the contrary and without implication that Common Stock of the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsCorporation is then trading.

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms Upon effectiveness of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachmentsInitial Registration Statement, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each its Subsidiary and each of its and their respective officers, directors, employees and agents not to, provide each Buyer the Investor with any material, non-public information regarding the Company from and after the date or any of the Form 8-K Filing its Subsidiaries without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases Investor (which may be granted or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that withheld in the case of clause (i) such Buyer shall Investor’s sole discretion), except as may be consulted by permitted under the Company in connection with any such press release or other public disclosure prior to its release)Transaction Documents. Without the prior written consent of each Buyerthe Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not (and shall cause each of its Subsidiary and affiliates to not) disclose the name of such Buyer the Investor in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwiseotherwise except: (i) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC or in connection with the filing of the Initial Registration Statement with the SEC and (ii) to the extent such disclosure is required by law or regulations, in which case the Company shall provide the Investor with prior notice of such disclosure permitted under this clause (ii). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be truecontrary, the Company expressly acknowledges and agrees that each Buyer has not hadit shall publicly disclose, and such Buyer shall not have no later than 1 Business Day following the effective date of the Initial Registration Statement (unless expressly agreed to by such Buyer after as defined in the date hereof in a written definitive and binding agreement executed by the Company and such BuyerRegistration Rights Agreement), any duty information otherwise communicated to the Investor by or, to the knowledge of confidentiality the Company, on behalf of the Company in connection with respect tothe sale of the Securities which, or a duty following the filing of the Initial Registration Statement would, if not to trade on the basis ofso disclosed, any constitute material, non-public information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsSubsidiary.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “Form 86-K Filing”). From and after the date of the Form 86-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 86-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 86-K Filing or any filing that incorporates language from the Form 86-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not hadthat, from and after the Execution Date, and such except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries Subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries Subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file shall, on or before 8:30 a.m., New York time, on the first (1st) business day after the date of this Agreement, issue a Current Report on Form 8-K describing press release (the “Press Release”) reasonably acceptable to _________ disclosing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”)hereby. From and after the date issuance of the Form 8-K FilingPress Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to each Buyer _________ by the CompanyCompany or any of its subsidiaries, or any of its their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither and except for the Company nor filing of a Current Report on Form 6-K and the filing of the Prospectus Supplement, none of the Company, its subsidiaries, _________ or any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the consent of the other parties hereto; provided, however, that each of the Company shall be entitled, without the prior approval of each Buyer, to and GenScript Biotech Corporation may make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that regulations, subject to the prior review of _________, and Company shall in good faith reasonably consider any comments from _________ received reasonably in advance of the case anticipated date of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)disclosure. Without the prior written consent of each Buyerany applicable Purchaser, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of such Buyer Purchaser or _________ in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the contrary and without implication that the contrary would otherwise be trueextent such disclosure is required by law or Nasdaq regulations, in which case the Company expressly acknowledges and agrees that each Buyer has not had, and shall provide the applicable Purchasers with prior notice of such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. The Company shall shall, by 9:00 a.m. (New York City time) on the first (1st) Trading Day immediately following the Closing Date, (i) issue a press release disclosing the material terms of the transactions contemplated hereby and (ii) file a Current Report on Form 8-K describing all including a form of each of the material terms of Transaction Documents as exhibits thereto. The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated by hereby, and neither the Transaction Documents Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed (unless such consent relates to the use of such Investor’s name in the form such press release), except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication, provided, however, that neither the Investors nor any of their respective Affiliates shall be obligated to provide such notice in respect of any filings made pursuant to Section 16 or Section 13 under the 1934 Act or the rules and attach all regulations of the material SEC promulgated thereunder. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities Laws in connection with the filing of final Transaction Documents with the SEC and any registration statement contemplated by the Registration Rights Agreement, and (includingb) to the extent such disclosure is required by law or Trading Market regulations, without limitation, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this Agreement and the form of the Warrants) clause (including all attachments, the “Form 8-K Filing”b). From and after The Company confirms that, following the date filing of the Form 8-K Filingannouncing the pricing of the offering (the “Announcing Form 8-K”), the Company shall have disclosed all material, no Investor will be deemed to be in possession of material non-public information (if any) delivered concerning the Company received prior to each Buyer by the Company, or any filing of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Announcing Form 8-K. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not toto not, provide each Buyer any Investor with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to Investor, unless prior thereto such Investor shall have executed a written agreement regarding the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyconfidentiality and use of such information; provided, however, that the foregoing prohibition shall not apply to the provision of information, to any officer or director of the Company, in his or her capacity as such (“Board Information”), whether or not such officer or director of the Company shall be entitledalso is a director, without officer or employee of or advisor to an Investor or the prior approval investment manager of each Buyerany Investor. The Company understands, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had(a) the Investors, their Affiliates and such Buyer shall not have (unless expressly agreed to by such Buyer after Persons acting on their behalf will rely on the date hereof provisions of this Section 5.04 in a written definitive effecting transactions in the Securities and binding agreement executed by other securities of the Company and of other Persons, and (b) notwithstanding anything to the contrary contained herein or in any other Transaction Document, except with respect to Board Information, no Investor (nor any of such Buyer)Investor’s Affiliates, attorneys, agents or representatives) shall have any duty of confidentiality trust or confidence to the Company with respect to, or a duty any obligation not to trade on the basis in any securities while aware of, any material non-public information regarding the Company (i) provided by, or any of its subsidiaries (as applicable) that such Buyer receives from on behalf of, the Company, any of its subsidiaries Affiliates or any of its or its officers, directorsdirectors (or equivalent persons), employees, shareholders attorneys, agents or agentsrepresentatives in violation of any of the representations, covenants, provisions or agreements set forth in this Section 5.04 or (ii) otherwise possessed (or continued to be possessed) by any Investor (or any Affiliate, agent or representative thereof) as a result of any breach or violation of any representation, covenant, provision or agreement set forth in this Section 5.04, provided that each Investor shall remain subject to applicable law.

Disclosure of Transactions and Other Material Information. The Company shall file shall, before 9:30 a.m., New York time, on the first (1st) business day after the date of this Agreement, issue a Current Report on Form 8-K describing press release (the “Press Release”) disclosing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”)hereby. From and after the date issuance of the Form 8-K FilingPress Release, the Company represents to the Purchasers that it shall have disclosed all material, non-public nonpublic information (if any) or inside information delivered to each Buyer any of the Purchasers by the CompanyCompany or any of its subsidiaries, or any of its their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall not, and the Company shall cause consult with each of its officers, directors, employees and agents not to, provide each Buyer with other in issuing any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, and neither the Company nor any Purchaser shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public disclosure prior to its release)statement or communication where applicable laws, rules or regulations permit. Without the prior written consent of each Buyerany applicable Purchaser, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of such Buyer Purchaser in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the contrary and without implication that extent such disclosure is required by law, Nasdaq or AIM regulations or the contrary would otherwise be trueUK Takeover Code, in which case the Company expressly acknowledges and agrees that each Buyer has not hadshall provide the applicable Purchasers with prior notice of such disclosure permitted hereunder where applicable laws, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, rules or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsregulations permit.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attach attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement and the form forms of the Note and Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer the Holder by the CompanyCompany or any of the Subsidiaries, or any of its their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Exchange Documents. The Company shall notNeither the Company, and its Subsidiaries nor the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Holder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulationsFiling), announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the contrary and without implication that the contrary would otherwise be trueextent such disclosure is required by applicable law or market regulations, in which case the Company expressly acknowledges and agrees that each Buyer has not had, and shall provide the Holder with prior notice of such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. The Company shall, by 9:00 a.m. (New York City time) on the first (1st) Trading Day immediately following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by including the Transaction Documents in as exhibits thereto within the form time period required by the 1934 Act Act. The Company and attach all each Investor shall consult with each other in issuing any other press releases with respect to the material transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by Law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market unless the name of such Investor is already included in the body of the Transaction Documents (includingor is otherwise publicly available, without limitationthe prior written consent of such Investor, except: (a) as required by federal securities Laws in connection with the filing of final Transaction Documents with the SEC and any registration statement contemplated by the Registration Rights Agreement, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this Agreement and the form of the Warrants) clause (including all attachments, the “Form 8-K Filing”b). From and after The Company confirms that, following the date filing of the Form 8-K Filingannouncing the Closing (the “Announcing Form 8-K”), the Company shall have disclosed all material, no Investor will be deemed to be in possession of material non-public information concerning the Company (if any) delivered to each Buyer the extent that such information was provided by the Company, or any Company prior to the filing of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentssuch Form 8-K). The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not toto not, provide each Buyer any Investor with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to Investor, unless prior thereto such Investor shall have executed a written agreement regarding the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing confidentiality and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name use of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsinformation.

Disclosure of Transactions and Other Material Information. The On or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such the Buyer. Subject to Neither the foregoingCompany, neither the Company its Subsidiaries nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the Form material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations regulations, and (provided that in B) any Buyer may make any filings and disclosures required by applicable law, rule or regulation, including any filings and disclosures required under Section 13 or Section 16 of the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)1934 Act. Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such the Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained otherwise other than in this Agreement to connection with the contrary and without implication that Exchange Offer Registration Statement (as defined in the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such BuyerIndenture), any duty as contemplated pursuant to Section 4.22 of confidentiality with respect tothe Indenture, or a duty not to trade on unless such disclosure is required by law, regulation or the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsPrincipal Market.

Disclosure of Transactions and Other Material Information. The No later than 5:30 p.m., New York City time, on the fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing. In the event that the Merger does not close on or prior to such date, then on or prior to 5:30 p.m. on November 15, 2019, the Company shall issue a press release and file a current report on Form 8-K (including all attachmentsexhibits, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, ) disclosing any material non-public information (if any) delivered disclosed to each the Buyers hereunder and from and after the filing of the 8-K Filing with the SEC, no Buyer by shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to Neither the foregoingCompany, neither the Company its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyer, entitled to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)transactions. Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained otherwise other than in this Agreement to connection with the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed registration statement contemplated by the Company and Registration Rights Agreement, unless such Buyer)disclosure is required by law, any duty of confidentiality with respect to, regulation or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsPrincipal Market.

Disclosure of Transactions and Other Material Information. The On or before 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material certain terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material attaching certain Transaction Documents (including, without limitation, this Agreement and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to Neither the foregoingCompany, neither the Company its Subsidiaries nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the Form material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)regulations. Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained otherwise other than in this Agreement connection with the Registration Statement, as contemplated pursuant to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect toRegistration Rights Agreement, or a duty not to trade on unless such disclosure is required by law, regulation or the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsPrincipal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Purchaser disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of the WarrantsRegistration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From and after the date issuance of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer the Purchaser by the CompanyCompany or any of its Subsidiaries, or any of its their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer the Purchaser with any material, non-public information regarding the Company or the Subsidiary from and after the date issuance of the Form 8-K Filing Press Release without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company Company, the Subsidiary nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such Buyer the Purchaser shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) the Purchaser may make such filings as may be required by applicable law and regulation or under Section 13 and Section 16 of the 1934 Act. Without the prior written consent of each Buyerthe Purchaser, the Company shall not (and shall cause each of its the Subsidiary and affiliates to not) disclose the name of such Buyer the Purchaser in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement , except as otherwise required by any law, rule or regulation applicable to the contrary and without implication that Company after consultation with the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsPurchaser.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on February 15, 2005, issue a press release reasonably acceptable to the Agent disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on February 15, 2005, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all the material Transaction Documents (including, without limitation, this Agreement and attaching the form of this Agreement, the Warrants) Company's agreement with the Placement Agent regarding its engagement as placement agent and an updated legal opinion with respect to the Registration Statement as exhibits to such filing (including all attachments, the “Form "8-K Filing”"). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. Subject to the foregoing, neither Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer the Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerany applicable Buyer or unless required by applicable law, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such any Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 5:30 p.m., New York time, on the second Business Day following the date hereof and the date of any material amendment to the terms set forth in this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by Agreement in compliance with applicable SEC regulations (including all attachments, the Transaction Documents “Initial 8-K Filing”). On or before 5:30 p.m., New York time, on the second Business Day following each Closing Date, the Company shall file a Current Report on Form 8-K describing the applicable Closing and disclosing any previously undisclosed Disclosed Information in the form required by the 1934 Act and attach all the material Transaction Documents (includingsuch filings, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form Closing 8-K Filings” and, collectively with the 8-K Filing, the “8-K Filings” and each an “8-K Filing”). From and after the date filing of the Form each 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filings. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form each 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer Dolphin shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, release and provided that in any case the Company shall not (and shall cause each of its affiliates to not) disclose the name identity of any Buyer without such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as Buyer’s express written consent unless required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The (i) As soon as reasonably practicable after the date hereof (but in any event within three (3) Business Days after the date hereof), the Company shall mail to the holders of Common Stock the letter required by Nasdaq Rule 5635(f) in the form previously agreed to by the Parties. (ii) On or before 8:30 a.m., New York City time, on the third Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Certificate of Designations, the form of Warrant and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither none of the Company nor Company, its Subsidiaries or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer ), the UCC Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries or affiliates to not) shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to , unless such disclosure is required by law, regulation or the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsPrincipal Market.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attach attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement and the form of the WarrantsNote) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the The Company shall have disclosed all hereby confirms that (i) no material, non-public information (if any) was delivered to each Buyer the Holder by the CompanyCompany or any of the Subsidiaries, or any of its their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, Exchange Documents and (ii) the transactions contemplated by this Agreement and the Company shall cause each of its officers, directors, employees and agents other Exchange Documents do not to, provide each Buyer with any constitute material, non-public information regarding the Company from and after or any of its Subsidiaries. Neither the date of Company, its Subsidiaries nor the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Holder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulationsFiling), announcement, release or otherwise. Notwithstanding anything contained , except (a) as required by federal securities law in this Agreement connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the contrary and without implication that the contrary would otherwise be trueextent such disclosure is required by applicable law or market regulations, in which case the Company expressly acknowledges and agrees that each Buyer has not had, and shall provide the Holder with prior notice of such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attach all attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement Agreement, the Amended Security Documents, the form of the Second Amended and Restated Convertible Notes, the form of the Amended and Restated Bridge Notes, and the form of the Warrants) Forbearance Warrants (including all attachments, the “Form 8-K Filing”). From and after the date of the Form The 8-K Filing, Filing shall not refer to the Company shall have disclosed all material, nonInvestor by name without the approval of the Investor to the 8-public information (if any) delivered K Filing prior to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsrelease. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public nonpublic information regarding the Company from and after or any of its Subsidiaries with the date of the Form 8-K Filing SEC without the express prior written consent of such Buyerthe Investor or as may be required under the terms of the Transaction Documents. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith that do not refer to the Investor by name and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Investor, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than except as required by applicable law or rules and regulations)regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the second Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K K, in each case, describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Holders shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or the Nasdaq Capital Market or other stock exchange or automated quotation system upon which the Company’s shares of common stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without the prior written consent of each such Buyer, except (i) for disclosure thereof in the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than (ii) as required by applicable law or rules and regulations)regulations of the Nasdaq Capital Market or other stock exchange or automatic quotation system upon which the Company’s common stock is then traded or any order of any court or other governmental agency, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, which case the Company expressly acknowledges and agrees that each Buyer has not had, and shall provide such Buyer shall not have (unless expressly agreed with prior notice of such disclosure and the opportunity to by review and comment on such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdisclosure.

Disclosure of Transactions and Other Material Information. The Company shall shall, on or before 8:30 a.m., California time, on the second (2nd) Business Day after the date of this Agreement, (x) issue a press release (the ” Press Release” ) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach attaching all the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of the Security Agreement, the Collateral Agency Agreement, the form of the Notes and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date issuance of the Form 8-K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer any of the Buyers by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each any Buyer with any material, non-public information regarding the Company from and after the date issuance of the Form 8-K Filing Press Release without the express prior written consent of such Buyer. Subject to the foregoing, neither Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Applicable Law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each the applicable Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as otherwise required by applicable law or rules and regulationsApplicable Law), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each no Buyer has not had, and such no Buyer shall not have (unless expressly agreed to by such a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyerparticular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing all the material terms of the transactions contemplated by the Transaction Documents Documents, in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Certificate of Designations, the form of Notes, the form of the Warrants) Warrant, the Registration Rights Agreement, the Governance Agreement and the Security Documents as exhibits to such filing (including all attachments), the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered Except as required pursuant to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The , the Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents agents, not to, provide each any Buyer that at the applicable time of determination does not have an Affiliate who serves on the Board, with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date of the Form 8-K Filing hereof without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer of, its Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior express written consent of each Buyer; provided, however, that the Company shall be entitled, without the such prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and press release contemplated by this Section 4(i) and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its affiliates to not) Subsidiaries or Affiliates shall disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Before 9:30 a.m., New York City time, on the fourth (4th) Trading Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and attaching the form of the Warrants) Agreements as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K Filing with the SEC, the Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. In addition, upon the filing of the 8-K Filing, the Company shall have acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed all materialin the 8-K Filing, non-public information (if any) delivered to each Buyer by whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its officersaffiliates, directorson the other hand, employees or agents in connection with shall terminate. Neither the transactions contemplated by Company, its Subsidiaries nor the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any issue a press release or make such other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe Investor (which may be granted or withheld in the Investor’s sole discretion), except as required by applicable law and in any Resale Registration Statement, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer the Investor in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)exhibits to such filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and The Holder agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from this disclosure obligation sufficiently meets the Company, any ’s obligations under Section 33 of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsthe Existing Note.

Disclosure of Transactions and Other Material Information. The On or before 5:30 p.m., New York City time, on the Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Exchange Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date The Company hereby acknowledges that, immediately following such filing of the Form 8-K Filing, none of the Company Purchasers shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or be in possession of any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, material non-public information regarding the Company from and after provided by the date Company or its agents. The Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment adviser of the Form 8-K Filing Purchaser, or include the name of any Purchaser or any Affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such BuyerPurchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, hereby without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyerthe other party, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty consent not to trade on the basis of, any information regarding the Company be unreasonably withheld or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdelayed.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of the Certificate of Designations, the form of Warrant and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, so long as a Buyer does not exercise its right to have an observer at meetings of the Company Company’s Board of Directors, such Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer actually provided by the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that was not specifically requested by such Buyer and that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing without with the express prior written consent of SEC not directly solicited by such Buyer, except in connection with such Buyer’s exercise of its right to have an observer attend meetings of the Company’s Board of Directors. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such each Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Promptly after the Closing (but in any event no later than the fourth Business Day immediately following the Closing Date), the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designation, the Lock-Up Agreements and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. Subject to the foregoing, neither Neither the Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement and the form of the Warrants) Registration Rights Agreement (including all attachmentssuch Form or Forms 8-K, collectively, the “Announcing Form 8-K FilingK”). From and after the date Unless required by applicable law or a rule of the Form 8-K FilingPrincipal Market, the Company shall have disclosed all material, non-not make any public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with announcement regarding the transactions contemplated by hereby or the other Transaction DocumentsDocuments prior to the Closing Date. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not toto not, provide each any Buyer with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof). Without the prior written consent of each Buyer, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwiseBuyer. Notwithstanding anything contained in this Agreement to the contrary and without implication herein, in the event that the contrary would otherwise be trueCompany believes that a notice or communication to any Buyer contains material, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed non-public information relating to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such Buyer receives from notice or communication do not constitute material, non-public information relating to the Company, any of its subsidiaries Company or any of its the Subsidiaries. Upon receipt or its officersdelivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, directorsunless the Company has in good faith determined that the matters relating to such notice do not constitute material, employeesnon-public information relating to the Company or the Subsidiaries, shareholders the Company shall within one Business Day after any such receipt or agentsdelivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The At or before 8:30 a.m. (Eastern Time) on August 13, 2007, the Company shall file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing all the material terms of the transactions contemplated by this Agreement and including as an exhibit to the Transaction Documents Announcing Form 8-K this Agreement, in the form required by the 1934 Act Act, and attach all neither the material Transaction Documents (including, without limitation, Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement and the form prior to such filing of the Warrants) (including all attachments, Announcing 8-K. From and after the “filing of the Announcing Form 8-K Filing”). From and after with the date of the Form 8-K FilingSEC, the Investor shall not be in possession of any material nonpublic information received from the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its respective officers, directors, employees and agents not to, provide each Buyer the Investor with any material, non-public material nonpublic information regarding the Company from and after the date filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of such Buyerthe Investor. Subject to the foregoingforegoing and except for the Announcing Form 8-K, neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations or as directed by the Principal Market (provided that that, in any such case the case of clause (i) such Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in “Business Day” means any filing (day other than Saturday, Sunday or other day on which commercial banks in the Form 8-K Filing City of New York are authorized or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsremain closed.

Disclosure of Transactions and Other Material Information. The Company shall either file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act or, in lieu thereof, provide such information in its 2024 10-K, and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Except as may be otherwise agreed in writing by the Company and a majority in interest of the Holders, the Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby as well as the material terms of the proposed acquisition of FAAC Incorporated (the "Press Release"). On or before 8:30 a.m., New York Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “Form "8-K Filing”"). From and after the date filing of the Form 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each any applicable Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such any Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, and the form of the WarrantsWarrant) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date As of the Form filing of the 8-K FilingFiling with the SEC, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerPurchaser. Subject to the foregoing, neither Neither the Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations law, rule or regulation (provided that in the case of clause (i) such Buyer each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of each Buyersuch Purchaser, except (i) for disclosure thereof in the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than or (ii) as required by applicable law or rules and regulations)Nasdaq regulations or any order of any court or other governmental agency, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, which case the Company expressly acknowledges and agrees that each Buyer has not had, and shall provide such Buyer shall not have (unless expressly agreed to by Purchaser with prior notice of such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdisclosure.

Disclosure of Transactions and Other Material Information. The (i) On or before the fourth business day following the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and Agreement, the form of each of the WarrantsNotes and the Security Documents) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, the Subsidiaries nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Buyer and Parent, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such the Buyer and Parent shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Prior to the Merger, and notwithstanding the foregoing, the Company and each Subsidiary shall not publicly disclose the relationship of the Buyer or Parent to the Company, or include the name of the Buyer or Parent in any filing with the SEC or any regulatory agency, without the prior written consent of each Buyerthe Buyer and Parent, except (x) for disclosure thereof in the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than (y) as required by applicable law law, regulation or rules any order of any court or other governmental agency, in which case the Company shall provide the Buyer and regulations)Parent with prior notice of such disclosure. (ii) As promptly as practicable after the date hereof, announcement, release or otherwise. Notwithstanding anything contained in this Agreement Company shall prepare proxy materials (the “Proxy Statement”) relating to the contrary and without implication that approval of the contrary would otherwise be trueCharter Amendment by the stockholders of the Company and, as promptly as practicable, the Company expressly acknowledges shall file with the SEC the Proxy Statement and, to the extent required, a Schedule 13E-3, each of which comply in form with applicable SEC requirements and agrees shall use all reasonable efforts to respond to SEC comments regarding such filings and obtain SEC approval to mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include a statement that each Buyer the Board of Directors of the Company has not haddeclared the advisability of the Charter Amendment, and provided that the Board of Directors may withdraw such Buyer statement regarding the advisability of the Charter Amendment if it determines in good faith that failure to do so would be inconsistent with its fiduciary obligations under applicable law; provided, further, however, that such withdrawal shall not have affect the Company’s obligations to prepare and mail the Proxy Statement and to call and hold the Stockholder Meeting (unless expressly agreed to by such Buyer as defined below). (iii) Company shall promptly after the date hereof in take all actions necessary to call a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any meeting of its subsidiaries stockholders to be held for the purpose of voting upon the Charter Amendment (the “Stockholder Meeting”) and to hold such Stockholder Meeting; provided, however, that, without the prior written consent of the Buyer, the record date for the Stockholder Meeting (the “Record Date”) shall not be set earlier than two (2) business days following nor later than five (5) business days following the date on which the conditions to the conversion of the Convertible Note in the form attached hereto as applicableExhibit B-3 into Company Common Stock have been satisfied, nor shall the Record Date be set earlier than two (2) that such Buyer receives from business days following the Company, any ’s notice to Buyer of its subsidiaries or any the date of its or its officers, directors, employees, shareholders or agentsthe Record Date.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the fourth Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations, the Warrantsform of Warrant, the form of Voting Agreement and the Registration Rights Agreement) (including all attachments, the “"Initial 8-K Filing"). On or before 8:30 a.m., New York time, on the fourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing the Closing and disclosing any previously undisclosed material nonpublic information in the form required by the 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing (including all attachments, the "Final 8-K Filing”). From ", and after collectively with the date of the Form Initial 8-K Filing, the Company shall have disclosed all material, non"8-public information (if any) delivered to each Buyer by K Filings"). Neither the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in the exhibits to the 8-K Filings, without the prior written consent of each any applicable Buyer, neither the Company shall not (and shall cause each nor any of its affiliates to not) Subsidiaries shall disclose the name of such any Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on October 27, 2004, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 8:30 a.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, form of this Agreement and the form of the Warrants) Warrant as exhibits to such filing (including all attachments, the “Form "8-K Filing”FILING"). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser's consent; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer Holder by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Exchange Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer Holder with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing without the express prior written consent of such BuyerHolder. Subject to the foregoing, neither the Company nor any Buyer Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each BuyerHolder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each BuyerHolder, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer Holder in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer Holder has not had, and such Buyer Holder shall not have (unless expressly agreed to by such Buyer Holder after the date hereof in a written definitive and binding agreement executed by the Company and such BuyerHolder), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer Holder receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attach all attaching the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of the Notes, the form of Security Documents and the form of the WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8-K FilingFiling with the SEC, no Buyer (other than the Company Buyer’s set forth on Schedule 4(i)) shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Requisite Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, release and provided that in any case the Company shall not (and shall cause each of its affiliates to not) disclose the name identity of any Buyer without such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as Buyer’s express written consent unless required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained the foregoing, in the event that any Buyer is deemed a director by deputization by virtue of the rights set forth in Section 4(y), the restrictions set forth in this Agreement Section 4(i) shall not apply to the contrary and without implication that provision of information in the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and ordinary course to such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agentsdirector.

Disclosure of Transactions and Other Material Information. The Company As soon as practicable after the Amendment and Restatement Closing Date and in any event within the time period required under the rules and regulations of the SEC, the Issuer shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the 1934 Exchange Act and attach all the material Transaction Documents (including, without limitation, attaching this Agreement and the form of the Warrants) Additional Transaction Documents as exhibits to such filing (including all attachmentscollectively, the “Form 8-K Filing”). From and after the date of the Form 8-K Filing; provided, however, the Company Issuer shall have disclosed all material, non-public information (if any) delivered to each Buyer by not file the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8-K Filing or any amendment or supplement thereto with the SEC without the express prior written consent first providing a copy of such Buyerdocument, in draft form, to the Note Holder and affording the Note Holder a reasonable opportunity to review and comment thereon, and the Issuer shall consider any Note Holder comments on the 8-K Filing in good faith and use reasonable efforts to incorporate such comments. Subject to Except for the foregoing, neither the Issuer, any other Subject Company nor any Buyer the Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of each Buyerthe Note Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations or Nasdaq rules (provided that in the case of clause (i) such Buyer Note Purchaser shall be consulted by the Company Issuer in connection with any such press release or other public disclosure a reasonable period prior to its release). Without Except for the 8-K Filing, the Proxy Statement, any registration statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of each Buyerany applicable Note Purchaser, neither the Company shall not (and shall cause each Issuer nor any of its affiliates to not) Subsidiaries or Affiliates shall disclose the name of such Buyer the Note Purchaser in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby (the "PRESS RELEASE"). On or before 8:30 a.m., New York Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attach all attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “Form 8"6-K Filing”FILING"). From and after the date filing of the Form 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports, the Company shall not disclose the name of any Buyer without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations)filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first Business Day following the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by any documents relating to the Transaction Documents issuance of the Replacement Warrants in the form required by the 1934 Securities Exchange Act of 1934, as amended, and attach all attaching the material Transaction Documents transaction documents (including, without limitation, this Agreement and the form of the Replacement Warrants) as exhibits to such filing (including all attachments, the “Form "8-K Filing”", and the description and attachments, the "8-K Materials"). From and after the date filing of the Form 8-K FilingFiling with the SEC, the Company Investors shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8-K Filing with the SEC without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (provided that in the case of clause (i) such Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of each Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement and other than as required by applicable law or rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.