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

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 the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first second Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report on Form 8-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) Agreement as exhibits an exhibit to such filing (including all attachments, the “8-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the 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 prior written consent of such Purchaser, 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, its Subsidiaries Company nor Investor 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 Investorthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iib) 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) 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwiseApplicable Law.

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 attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementWarrants) 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, its Subsidiaries Company nor Investor 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 Investoreach 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 OTCBB (provided that in the case of clause (i) Investor 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 Investoreach Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any Investor filing (other than the Form 8-K Filing or any of its members 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 affiliates) in any filingrules 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 the Closing Date or such later time as shall be agreed between the Company shalland the Investor, on or before 8:30 a.m., New York City Time, on the first Business Day after the date of this Agreement, Company shall issue a press release (the “Press Release”) reasonably acceptable to the Investor disclosing all material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or . As promptly as practicable but in any of its members or affiliates, without the prior written consent of Investor, which shall event not be unreasonably withheld. No later than 5:30 p.m., New York local time, on the fourth Business first Trading Day following the Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the 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 attaching (the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). Subject to Notwithstanding the foregoing, neither the Companypreceding sentence is not intended to impose any greater disclosure obligation on the Company than is imposed by the 1934 Act and the rules promulgated thereunder. The Company shall provide the Investor with a draft copy of the 8-K Filing as early as practicable prior to the filing. Thereafter, its Subsidiaries nor for a period of two years the Company shall provide the Investor promptly after filing with copies of all filings made by the Company with the SEC pursuant to Section 13 or 15 of the ▇▇▇▇ ▇▇▇. The Company and the Investor shall issue consult with each other in issuing any press releases or any other otherwise in making public statements or filings with the SEC or any regulatory agency or Principal Market with respect to the transactions contemplated hereby; provided. Except as set forth above, however, that neither the Investor nor the Company shall be entitled, without the prior approval of Investor, to make 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 rules and regulations of any Principal Market, in which case the disclosing party shall promptly provide the other parties with prior notice of such public disclosure statement, filing or other communication. The Company shall not, and shall use its reasonable best efforts to cause each of its officers, directors, employees and agents not to, provide the Investor with respect to such transactions (i) in substantial conformity with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including without the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) 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 express written consent of the Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first Business Trading 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 attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing Warrants (including all attachments, the “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 filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the 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 any Buyer with any material, non-public information regarding the Company or the Subsidiary from and after the 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, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorthe applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first Business Day (1st) trading day after the date of this Agreement, issue a press release (disclosing the “Press Release”) reasonably acceptable to Investor disclosing all material terms of the transactions contemplated hereby; providedby this Agreement and the Transaction Documents. On or before 5:30 p.m., that no Press Release shall name Investor or any New York City time, on the second (2nd) business day after the date 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 Datethis 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 attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither None of the Company, its Subsidiaries nor Investor Subsidiaries, or 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 InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with file the 8-K Filing and contemporaneously therewith and (ii) or other public disclosure as is required by applicable law Law and regulations, including subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) 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 Investorforegoing, the Company shall not publicly disclose the name of any Investor (Buyer or any of its members Affiliates, or affiliates) include the name of Buyer or any of its Affiliates in any filingfiling with the SEC or any regulatory agency or Trading Market, announcementwithout the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), release except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or otherwise(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 Company shall, on or before 8:30 a.m., New York City Timetime, on the first second (2nd) 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights Agreementeach Convertible Note) 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, its Subsidiaries Company nor Investor 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 Investoreach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-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) Investor 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 Investoreach Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any Investor filing (other than the Form 8 K Filing or any of its members 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 affiliates) in any filingrules 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 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 (i) if this Agreement is signed on a day that is not a business day or before 8:30 midnight (New York City time) on any business day, by 9:00 a.m., New York City Timetime, on the first Business Day after (1st) business day immediately following the date of hereof and (ii) if this AgreementAgreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any business day, issue a press release no later than 9:29 a.m. (New York City time), on the date hereof (the “Press ReleaseDisclosure Deadline”), issue one or more press releases and (b) file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”) reasonably acceptable to Investor disclosing (i) all material terms of the transactions contemplated hereby; provided, that by the other Transaction Agreements and the Merger Agreement and (ii) all other material non-public information pertaining to the Company or the Target Company and each of their respective operations, to the extent such information has been provided or made available to any of the Purchasers (and including as exhibits to such Current Report on Form 8-K, the Merger Agreement and the forms of the material Transaction Agreements (including, without limitation, the form of this Agreement and the form of the Registration Rights Agreement)). Upon the issuance of the Disclosure Document, no Press Release Purchaser shall name Investor be held responsible for being in possession of any material, non-public information received unintentionally from the Company or any of its members officers, directors, or affiliatesemployees or agents that is not disclosed in the Disclosure Document. From and after the issuance of the Disclosure Document, the Company shall not provide material non-public information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser prior to any such disclosure. Notwithstanding anything in this Agreement to the contrary, the Company shall not publicly disclose the name of any Purchaser or any of its Affiliates or advisers, or include the name of any Purchaser or any of its Affiliates or advisers in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency, without the prior written consent of Investorsuch Purchaser, except (a) as required by the federal securities law in connection with (i) any registration statement contemplated by the Registration Rights Agreement (which shall not be unreasonably withheld. No later than subject to review by the fourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing Purchaser in accordance with the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as the filing of final forms of the Transaction Agreements with the SEC or pursuant to other routine proceedings of regulatory authorities, or (b) to the extent such disclosure is required by applicable law and regulationslaw, including at the applicable rules and request of the staff of the SEC or regulatory agency or under the regulations of the OTCBB Nasdaq Capital Market, in which case the Company will provide the Purchaser with prior written notice (provided that in including by e-mail) of and an opportunity to review such required disclosure under this clause (b). Upon the case earlier of clause (i) Investor the Disclosure Deadline and (ii) the issuance and filing, as applicable, of the Disclosure Document, each Purchaser shall no longer be consulted by subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Investor, the Company shall not disclose the name of any Investor (or any of its members officers, directors, affiliates, employees or affiliates) agents. The Company understands and confirms that the Purchasers and their respective Affiliates will rely on the forgoing representations in any filing, announcement, release or otherwiseeffecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first second Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report report on Form 86-K describing the terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Agreement and the other Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits an exhibit to such filing (including all attachments, the “86-K Filing”). The Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment advisor of the 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 prior written consent of such Purchaser, 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, its Subsidiaries Company nor Investor 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 Investorthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the 86-K Filing and contemporaneously therewith and therewith, (iib) as is required by applicable law and regulationslaw, including the applicable rules and regulations of the OTCBB or (provided that c) in the case of clause (i) Investor 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 such transactions as is required by Section 13 of the prior written consent of Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwiseExchange 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 Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Investor disclosing all material terms Upon effectiveness of the transactions contemplated hereby; providedRegistration Statement, that no Press Release the Company shall name Investor not, and the Company shall cause each its Subsidiary and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its members or affiliates, Subsidiaries without the express prior written consent of Investorsuch Buyer (which may be granted or withheld in such Buyer’s sole discretion), which shall not except as may 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 the terms of the transactions contemplated by permitted under the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Documents. Without the prior written consent of Investorthe applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause its Subsidiary and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwiseotherwise except: (i) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission or in connection with the filing of the Registration Statement with the Commission and (ii) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (ii). Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose, no later than one Business Day following the effective date of the Registration Statement (as defined in the Registration Rights Agreement), any information contained in the Memorandum or otherwise communicated to the Buyers by or, to the knowledge of the Company, on behalf of the Company in connection with the Sale of the Units which, following the filing of the Registration Statement would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiary.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first (1st) Business Day after the date of this Agreement, (i) issue a press release (the “"Press Release”") reasonably acceptable to Investor Buyer disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without by 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 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance of the Press Release, the Company represents to the Buyers that it shall have publicly disclosed all material, non-public information delivered to any of the Buyers by the 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. In addition, effective upon the issuance of such press release, the Company 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 any of the Buyers or any of their Affiliates on the other hand, shall terminate. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company, its Subsidiaries Company nor Investor 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 InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (iA) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first second (2nd) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Investor Buyer disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor by the Transaction Documents. On or any of its members or affiliates, without the prior written consent of Investor, which shall not be unreasonably withheld. No later than to the fourth (4th) Business Day following after the Closing Datedate 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 attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant the Senior Notes, the form of Certificate of Designations and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor Investor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (x) the Company shall be entitled, without the prior approval of InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 InvestorBuyer (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 any Investor (or any of its members or affiliates) Buyer in any filing, announcement, release or otherwise, other than as set forth in the 8-K Filing and other securities or exchange filings and as required by applicable law or exchange rules.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant Note and the Registration Rights Agreementform of Warrant) as exhibits to such filing (such filing, including all such attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in 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 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Time, on the first Business Day after following 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 Datehereof, the Company shall file a Current Report on Form 8-K describing the 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 attaching the material Transaction Documents transaction documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementReplacement Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the filing of the 8-K Filing with the SEC, the Investors shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Investor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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 Trading Market (as such term is defined in the Securities Purchase Agreement) (provided that in the case of clause (i) 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

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 attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementWarrants) 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 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 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 Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 Investorthe 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 OTCBB (provided that in the case of clause (i) Investor 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 Investorthe Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any Investor filing (other than the Form 8-K Filing or any of its members 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 affiliates) in any filingrules 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 the Buyer has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and 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 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 shallshall file, on within the timeframe required under applicable SEC rules, one 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 more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement, the form of Warrant Agreement and the Registration Rights Agreement) as exhibits to Agreement (such filing (including all attachmentsForm or Forms 8-K, collectively, the “"Announcing Form 8-K"). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after the 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, its Subsidiaries Company nor Investor 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 Investorany 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, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investor, 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 disclose the name of any Investor (Buyer. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer contains material, non-public information relating to the Company or any of its members the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or affiliates) communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any filingsuch indication, announcementthe holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, release non-public information relating to the Company or otherwiseany of the Subsidiaries. Upon receipt or delivery by the Company or any of the 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, non-public information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Time, on the first Business Day after following the date of this Agreement, the Issuers and the Guarantors shall cause Parent to 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 and file a Current Report on Form 8-K with the SEC, and a comparable filing in Canada, describing the 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 attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant Indenture, and the Registration Rights Agreementform of the Notes) as exhibits to such filing (including all attachmentssuch filed exhibits and the related Canadian filing, the “8-K Filing”). Buyer hereby approves inclusion of its name in the 8-K Filing and in a similar Form 8-K to be filed in connection with the Closing. Parent, the Issuers and their Subsidiaries shall not, and shall cause their respective officers, directors, employees and agents not to, provide the Buyer with any material, non-public information regarding Parent, the Issuers and their Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express 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 material, non-public information, as soon as reasonably practicable. Subject to the foregoing, neither none of Parent, the Company, its Issuers or their Subsidiaries nor Investor shall issue any press releases release 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) except 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) Investor 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 Investorthe Buyer, none of Parent, the Company Issuers or any of their Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) the Buyer in any filing, announcement, release or otherwiseotherwise without the 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 regulations of the Toronto Stock Exchange.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant the Notes and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing 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 its respective officers, directors, employees or agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer pursuant to a confidentiality agreement with the Company or otherwise. Subject to the foregoing, neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwiseotherwise except as required by law, regulation or governmental agency.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City TimeCalifornia time, on the first second (2nd) Business Day after the date of this Agreement, (x) issue a press release (the “” Press Release”” ) reasonably acceptable to Investor the Buyers disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without by 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 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant the Security Agreement, the Collateral Agency Agreement, the form of the Notes and the Registration Rights Agreement) as exhibits to such filing (including all attachmentsform of the Warrants). From and after the issuance of the Press Release, the “8Company shall have disclosed all material, non-K Filing”). Subject public information (if any) delivered to any of the foregoing, neither Buyers by the Company, or any of its Subsidiaries 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 any Buyer with any material, non-public information regarding the Company from and after the issuance of the Press Release without the express prior written consent of such Buyer. Neither the Company nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules Applicable Law and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investorthe applicable Buyer, the Company shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filingfiling (other than the 8-K Filing or as otherwise required by Applicable 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 no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular 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.

Disclosure of Transactions and Other Material Information. The Company shall, on (i) On or before 8:30 a.m., prior to 4:00 p.m. (New York City Time, 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 second Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing (the “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 form required by purchase of the 1934 Act and attaching Notes, (y) shall include as exhibits to such Form 8-K this Agreement (but not the material Transaction Documents (including, without limitation, this Agreementschedules hereto), the form of Warrant Note and the Registration Rights Agreementform of Pledge and Security Agreement and the form of the Guaranty, and (z) as exhibits shall include any other information required to such filing be disclosed therein pursuant to any Securities Laws or other Laws. The Company represents and warrants that none of the information contained in any of the schedules hereto (including all attachmentsexcept for information specifically regarding the transaction contemplated hereby) constitutes material non-public information regarding the Company or any of its Subsidiaries. Unless required by Law, the “8-K Filing”)Company shall not make any public announcement regarding the transactions contemplated hereby prior to the Closing. Subject to the foregoingagreements and covenants set forth in this Section 4(j), neither the Company, its Subsidiaries nor Investor Company 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 Investorany 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 regulationsLaw (provided; however, including that the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 contrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not to, provide any Buyer with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC, without the express prior written consent of Investorsuch Buyer. In the event that a Buyer believes that the Company, any of its 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 their respective Affiliates, officers, directors, employees, stockholders or agents 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 not disclose the name of within one Business Day after any Investor (such receipt or any of its members or affiliates) in any filingdelivery Publicly Disclose such material, announcement, release or otherwisenonpublic information.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, 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 the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Certificate of Designations, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing with the SEC, so long as a Buyer does not exercise its right to have an observer at meetings of the Company’s Board of Directors, such Buyer shall not be in possession of any material, nonpublic information actually provided by the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that was not specifically requested by such Buyer and that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the 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, its Subsidiaries Company nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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 Principal Market (provided that in the case of clause (i) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first (1st) 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 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and each of the Registration Rights AgreementWarrants) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to 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 Buyer with any material, non-public information regarding the Company from and after the date of the 6-K Filing without the express prior written consent of Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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) Investor 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 InvestorBuyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any Investor filing (other than the 6-K Filing or any of its members filing that incorporates language from the 6-K Filing and other than as required by applicable law or affiliates) in any filingrules 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, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and 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 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 shallshall file, on within the timeframe required under applicable SEC rules, one 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 more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement, the form of Warrant Agreement and the Registration Rights Agreement) as exhibits to Agreement (such filing (including all attachmentsForm or Forms 8-K, collectively, the “Announcing Form 8-K”). Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby or the other Transaction Documents prior to the Closing Date. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after the 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, its Subsidiaries Company nor Investor 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 Investorany 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, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investor, 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 disclose the name of any Investor (Buyer. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer contains material, non-public information relating to the Company or any of its members the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or affiliates) communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any filingsuch indication, announcementthe holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, release non-public information relating to the Company or otherwiseany of the Subsidiaries. Upon receipt or delivery by the Company or any of the 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, non-public information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, non-public information.

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, on 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 Timetime, on the first third Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Certificate of Designations, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither none of the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) ), 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

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 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 attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementWarrants) 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, its Subsidiaries Company nor Investor 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 Investoreach 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 OTCBB (provided that in the case of clause (i) Investor 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 Investoreach Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Buyer in any Investor filing (other than the Form 8-K Filing or any of its members 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 affiliates) in any filingrules 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, on On or before 8:30 a.m., New York City Timetime, 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 second business day following the Closing DateClosing, the Company Corporation shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) Agreement as exhibits an exhibit to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Corporation, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Corporation shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Corporation or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser or as may be required under the terms hereof. Subject to the foregoing, neither the CompanyCorporation, its Subsidiaries subsidiaries nor Investor any 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Purchaser, neither the Company Corporation nor any of its subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the principal market or exchange in which the Common Stock of the Corporation is then trading.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City Timetime, on the first Business Day after following 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 the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to From and after the foregoingfiling of the 8-K Filing with the SEC, neither no Buyer shall 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. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Buyer. Neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations, and (B) any Buyer may make any filings and disclosures required by applicable law, rule or regulation, including the applicable rules any filings and regulations disclosures required under Section 13 or Section 16 of the OTCBB (provided that in the case of clause (i) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) the Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Exchange Offer Registration Statement (as defined in the Indenture), as contemplated pursuant to Section 4.22 of the Indenture, or unless such disclosure is required by law, regulation or the Principal Market.

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 Promptly after the date of this Agreement, issue a press release Closing (the “Press Release”) reasonably acceptable to Investor disclosing all material terms of the transactions contemplated hereby; provided, that but in any event 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 immediately following the Closing Date), the Company shall file a Current Report on Form 8-K with the Commission describing the 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 attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to From and after the foregoingfiling of the 8-K Filing with the Commission, neither no Purchaser shall 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. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of such Purchaser. Neither the Company nor Investor any 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith 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) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shallshall file, on within the timeframe required under applicable SEC rules, one 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 more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement, the form of Warrant Registration Rights Agreement and the Registration Rights Agreement) as exhibits to Certificate of Designation (such filing (including all attachmentsForm or Forms 8-K, collectively, the “Announcing Form 8-K”). Unless required by applicable law or a rule of the Principal Market, the Company shall not 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 (to the extent that such information was provided by the Company prior to the filing of such Form 8-K). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after the 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, its Subsidiaries Company nor Investor 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 Investorany 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, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investor, 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 disclose the name of any Investor (Buyer or any of its members such Buyer’s Affiliates. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or affiliates) communication to any Buyer contains material, non-public information relating to the Company or any of 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 filingsuch indication, announcementthe holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, release non-public information relating to the Company or otherwiseany of the Subsidiaries. Upon receipt or delivery by the Company or any of the 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, non-public information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, non-public information.

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 attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementWarrants) 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 Holder by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Exchange Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each 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 Holder. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor any Holder 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 Investoreach 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, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor such 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 Investoreach Holder, the Company shall not (and shall cause each of its affiliates to not) disclose the name of such Holder in any Investor filing (other than the Form 8-K Filing or any of its members 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 affiliates) in any filingrules 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 Holder has not had, and such Holder shall not have (unless expressly agreed to by such Holder after the date hereof in a written definitive and binding agreement executed by the Company and such Holder), 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 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 Company shall, on On or before 8:30 a.m., New York City Timetime, 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 Datedate of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and 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, the Certificate of Designations and the form of Warrant and the Registration Rights AgreementWarrants) as exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide Buyer (or its transferee) with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of Buyer (or its transferee). Subject to the foregoing, neither none of the Company, its Subsidiaries nor Investor 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 InvestorBuyer (or its transferee), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Buyer (or its transferee), neither the Company nor any of its Subsidiaries shall not disclose the name of any Investor Buyer (or any of its members or affiliatestransferee) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., 9:00 a.m. New York City Timetime, on the first Business Day after business day following 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 the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant and the Registration Rights AgreementWarrant) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to As of the foregoingfiling of the 8-K Filing with the SEC, neither no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither the Company nor Investor any 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulationslaw, including the applicable rules and regulations of the OTCBB rule or regulation (provided that in the case of clause (i) Investor 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 Investorsuch Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall not disclose the name provide such Purchaser with prior notice of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwisesuch disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first Business Day after this Agreement has been executed, the date of this Agreement, Company shall 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 and file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing the terms of the transactions contemplated by the Transaction Documents Documents, in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Warrant and Certificate of Designations, the form of Notes, the form of the Warrant, the Registration Rights Agreement) , the Governance Agreement and the Security Documents as exhibits to such filing (including all attachments), the “8-K Filing”). Except as required pursuant to the Transaction Documents, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide any Buyer that at the applicable time of determination does not have an Affiliate who serves on the Board, with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. Subject to the foregoing, neither the CompanyCompany nor any of, its Subsidiaries nor Investor 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 Investoreach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(i) and contemporaneously therewith and (ii) as is required by applicable law and regulationslaw, including regulation or any Eligible Market on which the applicable rules and regulations of the OTCBB Company’s securities are then listed or quoted (provided that in the case of clause (i) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on December 29, 2008, the first Business Day after the date of this Agreement, Company shall 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 and file a Current Report on Form 8-K describing the 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 attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant Warrants and the Registration Rights AgreementRamius Securities Purchase Agreement (as defined in Section 7(xiii)) and other agreements related thereto) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither Neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulationslaw, including regulation or any Eligible Market on which the applicable rules and regulations of the OTCBB Company’s securities are then listed or quoted (provided that in the case of clause (i) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first second Business Day after (as used herein, the date of this Agreementterm "Business Day" shall mean any day except a Saturday, issue a press release (the “Press Release”Sunday or day on which banking institutions are legally authorized to close in Tempe, Arizona) 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 immediately following the Closing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the 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 attaching (the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Subject to From and after the foregoingfiling of the 8-K Filing with the Commission, neither no Purchaser shall 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. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the Commission without the express written consent of such Purchaser. Neither the Company nor Investor any 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith 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) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York City Timetime, on the first Business Day after the date of this Agreement, (x) issue a press release (the “Press Release”) reasonably acceptable to Investor disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without by 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 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachmentsAgreement and the form of the Warrants). From and after the issuance of the Press Release, the “8Company shall have disclosed all material, non-K Filing”). Subject public information (if any) delivered to any of the foregoing, neither Investors by the Company, or any of its Subsidiaries 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 any Investor with any material, non-public information regarding the Company from and after the issuance of the Press Release without the express prior written consent of such Investor. Neither the Company nor any Investor shall issue any other 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 any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules Applicable Law and regulations of the OTCBB (provided that in the case of clause (i) 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 the applicable Investor, the Company shall not disclose the name of any such Investor (or any of its members or affiliates) in any filingfiling (other than the 8-K Filing or as otherwise required by Applicable Law), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first (1st) 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 Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, the form of Warrant Agreement and the Registration Rights Agreementforms of the Note and Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information delivered to the foregoingHolder by the Company or any of the Subsidiaries, neither or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Exchange Documents. Neither the Company, its Subsidiaries nor Investor the Holder 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 Investorthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorthe Holder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) the Holder in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, except (a) as required by federal securities law in 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 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.

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 after business day following the date execution and delivery 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 the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant this Agreement and the Registration Rights Agreement) Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). The Company shall not, and shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Purchaser with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of the Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 Investorthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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 Principal Market (provided that in the case of clause (i) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on No later than the first Business Day after business day following the date of this Agreementthe 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 “Press ReleaseDisclosed Transactions”) 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 and (ii) shall file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing the terms of the transactions contemplated by the Transaction Documents Disclosed Transactions in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, which shall not include schedules or exhibits not customarily filed with the “8-K Filing”Commission). Subject to In furtherance of the foregoing, neither the CompanyCompany 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 to the contrary, its Subsidiaries nor Investor shall issue any statement included in any Company press releases release, public filing or other public statement that is attributed to any Buyer or any other of its Affiliates shall be subject to prior approval of such Buyer. From and after the issuance of such press release and Form 8-K, the Buyers shall not be in possession of any material, non-public statements information received from the Company or any of its officers, directors, employees or 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 Company or any of its Affiliates with respect to the transactions contemplated hereby; providedDisclosed Transactions. Notwithstanding anything in this Agreement to the contrary, however, that the Company shall be entitlednot, without the prior approval of Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) 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 Investorthe applicable Buyer, the Company shall not publicly disclose the name of any Investor (such Buyer or any of its members Affiliates or affiliatesadvisors, or include the name of such Buyer or any of its Affiliates or advisors (i) in any filing, announcement, press release or otherwisemarketing materials, (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, and (B) to the extent such disclosure is required by Applicable Laws, at the request of the Staff of the Commission or regulatory 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, on or before 8:30 a.m., New York City Timetime, on the first second (2nd ) Business Day after the date of this AgreementCourt Order referenced above in paragraph 2(b)(i), 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 this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing Agreement (including all attachments, the “8-K Filing”). Subject From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) regarding the Company that was delivered to the foregoing, neither Claimant by the Company, or any of its Subsidiaries officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide Claimant with any material, non-public information regarding the Company from and after the filing of the 8-K Filing without the express prior written consent of Claimant. Neither the Company nor Investor Claimant 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 InvestorClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorthe Claimant, the Company shall not disclose the name of any Investor (or any of its members or affiliates) Claimant in any filingfiling (other than the 8-K 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 Claimant shall not have (unless expressly agreed to by Claimant after the date hereof in a written definitive and binding agreement executed by the Company and Claimant), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company.

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 As soon as practicable after the date of this Agreement, issue a press release (Amendment and Restatement Closing Date and in any event within the “Press Release”) reasonably acceptable to Investor disclosing all material terms time period required under the rules and regulations 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 DateSEC, the Company Issuer shall file a Current Report on Form 8-K describing 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 attaching this Agreement and the material Additional Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachmentscollectively, the “8-K Filing”); provided, however, the Issuer shall not file the 8-K Filing or any amendment or supplement thereto with the SEC without first providing a copy of such document, 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 CompanyIssuer, its Subsidiaries any other Subject Company nor Investor 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 Investorthe Note Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable regulations or Nasdaq rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investorany applicable Note Purchaser, neither the Company Issuer nor any of its Subsidiaries or Affiliates shall not disclose the name of any Investor (or any of its members or affiliates) the Note Purchaser in any filing, announcement, release or otherwise.

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 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and each of the Registration Rights AgreementWarrants) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to 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 Buyer with any material, non-public information regarding the Company from and after the date of the 6-K Filing without the express prior written consent of Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 InvestorBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-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) Investor 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 InvestorBuyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any Investor filing (other than the 6-K Filing or any of its members filing that incorporates language from the 6-K Filing and other than as required by applicable law or affiliates) in any filingrules 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, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and 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 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, on or before 8:30 9:30 a.m., New York City Timetime, on the first (1st ) Business Day after the date of this AgreementClosing, (x) issue a press release (the “Press Release”) reasonably acceptable to Investor the Buyers and the Company disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without by 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 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant Agreement and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject The Company (i) acknowledges and agrees that by October 15, 2014, the Buyer will not be in possession of any material non-public information regarding the Company or any of its Subsidiaries disclosed as part of the disclosures made to Buyer pursuant to the foregoingNDA and (ii) shall not, neither and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the execution of this Agreement without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). Neither the Company, its Subsidiaries nor Investor 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 Investorany 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 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations. Unless required by law, including without the applicable rules and regulations prior approval of the OTCBB (provided that in the case of clause (i) 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 InvestorBuyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filingfiling (other than the 8-K 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 no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular 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 that such Buyer receives from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, stockholders or agents, other than as set forth in the NDA.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Time, on the first (1st) Business Day after following 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 the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant Certificate of Designations and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the 8-K Filing, the Company shall have disclosed any material nonpublic information delivered to the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries shall not disclose the name of any Investor (or any of its members or affiliates) Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on At or before 8:30 a.m.a.m. (Eastern Time) on August 13, 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 Date2007, the Company shall file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing the 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 attaching 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, the form of Warrant and the Registration Rights Agreement) as exhibits Agreement prior to such filing (including all attachments, of the “Announcing 8-K. From and after the filing of the Announcing Form 8-K Filing”)with the SEC, the Investor shall not be in possession of any material nonpublic information received from the Company or any of its respective officers, directors, employees or agents. The Company shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide the Investor with any material nonpublic information regarding the Company from and after the filing of the Announcing Form 8-K with the SEC without the express written consent of the Investor. Subject to the foregoingforegoing and except for the Announcing Form 8-K, neither the Company, its Subsidiaries Company nor 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 the 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, including regulations or as directed by the applicable rules and regulations of the OTCBB Principal Market (provided that that, in any such case the case of clause (i) Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the prior written consent City of Investor, the Company shall not disclose the name of any Investor (New York are authorized or any of its members or affiliates) in any filing, announcement, release or otherwiserequired by law to remain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York City Timetime, on the first Business Day (1st) business day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Investor disclosing all the material terms of the transactions contemplated hereby; provided. From and after the issuance of the Press Release, the Company represents to the Purchasers that no Press Release it shall name Investor have disclosed all material, nonpublic information or inside information delivered to any of the Purchasers by the Company or any of its members subsidiaries, or affiliatesany of their respective officers, without the prior written consent of Investordirectors, 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 the terms of employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents Documents. The Company and each Purchaser shall consult with each other in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor Investor shall issue issuing any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that and neither the Company nor any Purchaser shall be entitled, without the prior approval of Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Purchaser, the Company shall not (and shall cause each of its subsidiaries and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) such Purchaser in any filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law, Nasdaq or AIM regulations or the UK Takeover Code, in which case the Company shall provide the applicable Purchasers with prior notice of such disclosure permitted hereunder where applicable laws, rules or regulations permit.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City TimeCalifornia time, on the first second (2nd) Business Day after the date of this Agreement, (x) issue a press release (the “Press Release”” ) reasonably acceptable to Investor disclosing all the material terms of the transactions contemplated hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without by 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 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 attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachmentsAgreement and the form of the Warrants). From and after the issuance of the Press Release, the “8Company shall have disclosed all material, non-K Filing”). Subject public information (if any) delivered to any of the foregoing, neither Investors by the Company, or any of its Subsidiaries 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 any Investor with any material, non-public information regarding the Company from and after the issuance of the Press Release without the express prior written consent of such Investor. Neither the Company nor any Investor 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 any Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules Applicable Law and regulations of the OTCBB (provided that in the case of clause (i) 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 the applicable Investor, the Company shall not disclose the name of any such Investor (or any of its members or affiliates) in any filingfiling (other than the 8-K Filing or as otherwise required by Applicable Law), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 Before 9:30 a.m., New York City Timetime, on the first Business fourth (4th) Trading Day after following 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 with the SEC describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) Agreements as exhibits an exhibit to such filing (including all attachments, the “8-K Filing”). Subject From and after the filing of the 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 acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the foregoingtransactions contemplated hereby or as otherwise disclosed in the 8-K Filing, neither 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 affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries nor Investor the Holder 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 the 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 8-K Filing and contemporaneously therewith and or (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) Investor 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 the 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 any the Investor (or any of its members or affiliates) in any filing or exhibits to such filing, announcement, release or otherwise. The Holder agrees that this disclosure obligation sufficiently meets the Company’s obligations under Section 33 of the Existing Note.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, 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 business day immediately following the Closing DateClosing, the Company Corporation shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) Agreement as exhibits an exhibit to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Corporation, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Corporation shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Corporation or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser or as may be required under the terms hereof. Subject to the foregoing, neither the CompanyCorporation, its Subsidiaries subsidiaries nor Investor any 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 Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorany applicable Purchaser, neither the Company Corporation nor any of its subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the principal market or exchange in which the Common Stock of the Corporation is then trading.

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 Upon effectiveness of the transactions contemplated hereby; providedInitial Registration Statement, that no Press Release the Company shall name not, and the Company shall cause each its Subsidiary and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its members or affiliates, Subsidiaries without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), which shall not except as may 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 the terms of the transactions contemplated by permitted under the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor 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 Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Documents. Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not (and shall cause its Subsidiary and affiliates to not) disclose the name of any the Investor (or any of its members or affiliates) in any 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, the Company expressly agrees that it shall publicly disclose, no later than 1 Business Day following the effective date of the Initial Registration Statement (as defined in the Registration Rights Agreement), any information otherwise communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the sale of the Securities which, following the filing of the Initial Registration Statement would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiary.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., by 9:00 a.m. (New York City Time, time) on the first Business (1st) Trading Day after immediately following the date of this AgreementClosing Date, issue a press release (disclosing 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 The Company shall file a Current Report on Form 8-K describing the 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 attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor each Investor shall issue consult with each other in issuing any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that and neither the Company shall be entitled, without the prior approval of Investor, to make nor any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 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 disclosure prior to its release)statement or communication. Without 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 or is otherwise publicly available, 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 (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall not disclose provide the name Investors with prior notice of such disclosure permitted under this clause (b). The Company confirms that, following the filing of the Form 8-K announcing the Closing (the “Announcing Form 8-K”), no Investor will be deemed to be in possession of material non-public information concerning the Company (to the extent that such information was provided by the Company prior to the filing of such Form 8-K). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Investor (with any material non-public information regarding the Company or any of its members or affiliates) in any filingSubsidiaries from and after the filing of the Announcing Form 8-K with the SEC without the express prior written consent of such Investor, announcement, release or otherwiseunless prior thereto such Investor shall have executed a written agreement regarding the confidentiality and use of such information.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City TimeHouston, Texas time, on the first Business Day after following the date of this Agreement, the Company shall 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 and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) Agreement as exhibits an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing 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 officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries nor Investor any Buyer shall issue any 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)) and (B) such Buyer shall be entitled, without the prior approval of the Company, to make any public filings required by applicable law or regulation. Without the prior written consent of Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any Investor (or any of its members or affiliates) such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, 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 each Closing Date, the Company Principal Borrower shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant Note and the Registration Rights Agreement) as exhibits to such filing Agreement (including all attachments, the “8-K Filing”). The Principal Borrower shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review each 8-K Filing prior to the filing thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, each of the Borrowers shall not, and shall cause each of their respective officers, directors, employees and agents not to, provide any Lender with any ▇▇▇▇▇ Confidential Information from and after the time the 8-K Filing is made with the SEC unless prior 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 information 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, its Subsidiaries Borrowers nor Investor any 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 Investorany Lender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulationsregulations (provided, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Investorany applicable Lender, none of the Company Borrowers shall not disclose the name of any Investor (Lender or any of its members or affiliates) affiliates in any filing, announcement, release or otherwiseotherwise unless required by law. Notwithstanding anything to the contrary contained herein, the Principal Borrower acknowledges and agrees that the Lenders and/or their Affiliates may file a Schedule 13D relating to transactions contemplated hereby and any amendments thereto, and include in such Schedule 13D (and amendments thereto) such information regarding the 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 the Schedule 13D as determined by the Lenders in consultation with their legal counsel.

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 attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementWarrants) 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 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 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 Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 InvestorBuyer, 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) Investor 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 InvestorBuyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any Investor filing (other than the Form 8-K Filing or any of its members 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 affiliates) in any filingrules 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 B▇▇▇▇ has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and 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 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 On or before 8:30 a.m., New York City Timetime, on the first Business Day after the date of this Agreement, issue a press release second (the “Press Release”2nd) 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 Social shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in and including as exhibits to such Form 8-K this Agreement, the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreementof Note, the form of Warrant and the Registration Rights Agreement) as exhibits to Agreement (such filing (filing, including all attachments, the “"8-K Filing”"). Subject Social shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review the 8-K Filing prior to the foregoingfiling thereof, neither subject to Section 8.34 of this Agreement. Any material non-public information provided by any Borrower to any Lender in connection with the Companytransactions contemplated hereby shall be included by Social within the aforementioned 8-K Filing. None of the Credit Parties or any of their respective Subsidiaries, its Subsidiaries nor Investor on the one hand, or the 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, that the Company Social shall be entitled, without the prior approval of Investorany 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 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulationsregulations (provided, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) Investor 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 Notwithstanding anything to the prior written consent contrary contained herein, Social and each of Investorthe other Credit Parties acknowledges and agrees that each Holder 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 Schedule 13G or Schedule 13D (and amendments thereto) and any such other filings under the Company shall not disclose 1934 Act such information regarding the name 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 Investor (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 members or affiliates) in any filing, announcement, release or otherwiselegal counsel.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Timetime, on the first (1st) 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 Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form of Warrant and the Registration Rights AgreementNote) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject The Company hereby confirms that (i) no material, non-public information was delivered to the foregoingHolder by the Company or any of the Subsidiaries, neither or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Exchange Documents and (ii) the transactions contemplated by this Agreement and the other Exchange Documents do not constitute material, non-public information regarding the Company or any of its Subsidiaries. Neither the Company, its Subsidiaries nor Investor the Holder 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 Investorthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorthe Holder, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Investor (or any of its members or affiliates) the Holder in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, except (a) as required by federal securities law in 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 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.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City Timetime, on the first Business Day after following 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 the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Amended Security Documents, the form of Warrant the Second Amended and Restated Convertible Notes, the form of the Amended and Restated Bridge Notes, and the Registration Rights Agreement) as exhibits to such filing form of the Forbearance Warrants (including all attachments, the “8-K Filing”). The 8-K Filing shall not refer to the Investor by name without the approval of the Investor to the 8-K Filing prior to its release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) 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 the Investor, and except as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall not disclose the name of any the Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on 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 trading day following the Initial Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration 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 with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any Subsidiary or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any Buyer with any material nonpublic information regarding the Company or any Subsidiary from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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 Principal Market (provided that in the case of clause (i) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on 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 second Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K K, in each case, describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Subject to the foregoing, neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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) Investor 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 Investorsuch Buyer, except (i) for disclosure thereof in the 8-K Filing or (ii) as required by law or 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, in which case the Company shall not disclose provide such Buyer with prior notice of such disclosure and the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwiseopportunity to review and comment on such disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on 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 Datedate of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant Certificate of Designations, the form 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”", and collectively with the Initial 8-K Filing, the "8-K Filings"). Subject to the foregoing, neither Neither the Company, its Subsidiaries nor Investor 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 Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings 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) Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries shall not disclose the name of any Investor (or any of its members or affiliates) Buyer in any filing, announcement, release or otherwise.

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 AgreementOctober 27, 2004, issue a press release (the “Press Release”) reasonably acceptable to Investor the Purchaser disclosing all material terms of the transactions contemplated hereby; providedhereby and complying with applicable Commission rules. On or before 8:30 a.m., that no Press Release shall name Investor or any of its members or affiliatesNew York City Time, without on the prior written consent of Investor, which shall not be unreasonably withheld. No later than the fourth Business Day first business day following the Closing Dateexecution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant this Agreement and the Registration Rights Agreement) Warrant as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). The Company shall not, and shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Purchaser with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of the Purchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor Investor 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 Investorthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 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 Principal Market (provided that in the case of clause (i) Investor 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 Investor, the Company shall not disclose the name of any Investor (or any of its members or affiliates) in any filing, announcement, release or otherwise.