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 time, on the second (2nd) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act (the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the second fourth (2nd4th) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act (the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).and

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) Business Day after following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and not publicly disclose the Company shall cause each name of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date Purchaser or any affiliate or investment adviser of the Form 8 K Filing Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the express prior written consent of such BuyerPurchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (iib) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Applicable Law.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) Business Day after business day immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act (including all attachments, the “Form "8-K Filing”"). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8 8-K Filing with the Commission without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither Neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) Business Day after immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Act (Exchange Act. As of the “Form time of the filing of the 8-K Filing”). From and after Filing with the date Commission, no Purchaser shall be in possession of the Form 8 K Filingany material, nonpublic information received from the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its respective officers, directors, employees and agents not to, provide each Buyer any Purchaser with any material, non-public nonpublic information regarding the Company from and after the date filing of the Form 8 8-K Filing with the Company without the express prior written consent of such BuyerPurchaser. Subject to the foregoing, neither the Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) first Business Day after following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the Series A Designation, and the form of Warrant as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date filing of the Form 8 8-K FilingFiling with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, it shall provide the Company with written notice thereof. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.5:30 p.m., New York City time, on the second fourth (2nd4th) Business Day after following the date of this Agreement, but in no event prior to May 10, 2012, the Company shall issue a press release and file a Current Report current report on Form 8-K describing all the material terms of the transactions transaction contemplated by the Transaction Documents this Agreement, in the form required by the 1934 Act and attaching this Agreement as an exhibit to such filing (including such attachment, the “Form 8-K Filing”). From and after A reasonable time prior to issuing the date of press release referred to in the Form 8 K Filingprevious sentence, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by provide 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 a copy of the Form 8 K Filing without proposed press release and shall consult with Buyer with respect to the express prior written consent content of such Buyer. press release and Form 8-K. Subject to the foregoing, neither none of the Company nor any Company, its Subsidiaries and the Buyer shall issue any press releases or any other public statements with respect to the transactions transaction contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of each the Buyer, to make any press release or other public disclosure with respect to such transactions (i) transaction in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company shall consult with the Buyer in connection with any such press release or other public disclosure prior to its release)) and (ii) either party may make such disclosure as is required by applicable Law.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.am, New York City time, on the second (2nd) first Business Day after this Agreement has been executed, the date of this Agreement, file Company shall issue a Current Report on Form 8-K customary press release (the "Press Release") describing all the material terms of the transactions transaction contemplated by the Transaction Documents in the form required by the 1934 Act (the “Form 8-K Filing”)Documents. From and after the date filing of the Form 8 K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by Press Release. Other than 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 foregoingPress Release, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in the Press Release or any filing, announcement, release or otherwise, except as required by law, provided that each Buyer shall be consulted by the Company in connection with any such disclosure prior to such disclosure.

Disclosure of Transactions and Other Material Information. The Within the timeframe required under the 1934 Act, the Company shall, on or before 8:30 a.m., New York time, on the second (2nd) Business Day after the date of this Agreement, shall file a Current Report on Form 8-K describing all the material terms of this Agreement and attaching this Agreement, along with the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Exhibits hereto (the “Form 8-K Filing”). From and after the date filing of the Form 8 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such Buyerthe Investor. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, Prior to 9AM EST on the second (2nd) Business Trading Day after immediately following the date execution of this Agreement, ▇▇▇▇▇▇ Digital shall issue a press release (the “Press Release”) disclosing all material terms of the transactions contemplated hereby. On or before the fourth business day following the date hereof, ▇▇▇▇▇▇ Digital shall arrange for the Company to file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents Offerings in the form required by the 1934 Act (Act, and attaching the “Form 8-K Filing”)required documents as exhibits to such filing. From and after the date issuance of the Form 8 K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer any of the Buyers by the Company, 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 Buyerthis Agreement. Subject to the foregoing, neither the Company ▇▇▇▇▇▇ Digital, its affiliates nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company ▇▇▇▇▇▇ Digital shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company ▇▇▇▇▇▇ Digital in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, ▇▇▇▇▇▇ Digital shall not and shall cause its affiliates not to disclose the name of such Buyer in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on or before the second (2nd) Business Day after business day immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act (including all attachments, the “Form "8-K Filing”"). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8 8-K Filing with the Commission without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither Neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the second first (2nd1st) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching this Agreement (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by Neither the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Subsidiaries nor any Buyer Claimant shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each BuyerClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer Claimant shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Claimant, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of Claimant in any filing (other than the 8-K 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 second (2nd) Business Day after following the date of this AgreementClosing Date, Parent 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 the material Transaction Documents entered into on the Closing Date (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Note, the Security Agreement, the Guarantees, and the Registration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither any of the Company Companies nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company that Parent shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) such Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of Buyer, none of the Companies shall disclose the name of Buyer or its affiliates in any filing, announcement, release or otherwise unless required by law.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on On the second (2nd) Business Day after immediately following the date of this Agreementhereof (or at such other time as the parties may mutually agree), the Company shall issue a press release mutually agreed to by the Company and the Purchaser. Within four trading days from the date hereof, the Company shall file a Current Report on Form 8-K (including all attachments, the “8-K Filing”) with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, and the Registration Rights Agreement in the form required by the 1934 Exchange Act (and reviewed by counsel to 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 BuyerPurchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby except as may be reviewed and approved by the Company and counsel to the Purchaser; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer above, the Purchaser shall be consulted notified by the Company (although the consent of the Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) Business Day after following the date of this Agreement, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents in the form attached hereto as Exhibit E. In addition, on or before the end of the third Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the Transaction Documents (including, without limitation, this Agreement, the form of the Preferred Shares and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company and each Buyer shall be entitled, without the prior approval of each Buyerthe other, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.8.30 am, New York timeTime, on the second (2nd) Business Trading Day after following the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all this Agreement and any documents relating to the material terms issuance of the transactions contemplated by the Transaction Documents Conversion Common Stock in the form required by the 1934 Act Exchange Act, and attaching the material transaction documents (including, without limitation, this Agreement), as exhibits to such filing (including all attachments, the “Form 8-K Filing”, and the description and attachments, the “8-K Materials”). From and after the date filing of the Form 8 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) such Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the second (2nd) Business Day after following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Notes) 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 nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Purchasers 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 a given Purchaser, neither the Company nor any of its affiliates shall disclose the name of such Purchasers 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 time, on the second first (2nd1st) Business Day after the date of this Agreement, (i) issue a press release (the "Press Release") reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (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, unless and until a Change of Recommendation has occurred, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.9:00 AM on June 6, New York time2019, on the second Company shall (2ndA) Business Day after issue a press release (the date “Press Release”) reasonably acceptable to the Buyer disclosing all material terms of this Agreement, the transactions contemplated hereby and (B) 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 the material Transaction Documents to the extent required by law (the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries, if any, nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Applicable Law and regulations (provided that in the case of clause (i) such the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except for any Registration Statement filed in accordance with this Agreement, without the prior written consent of the Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the 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 January 26, 2018, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a 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 November 2, 2017, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:00 a.m., New York time, on the second fourth (2nd4th) Business Day after business day following the date Closing of this Agreementthe Offering, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Offering Documents in the form required by the 1934 Exchange Act (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 not cause any of its subsidiaries and each of its their respective officers, directors, employees and agents agents, not to, provide each Buyer the Investor with any material, non-public nonpublic information regarding the Company or any of its subsidiaries from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such Buyerthe Investor. Subject to the foregoing, neither Neither the Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations law, rule or regulation. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency, without the prior written consent of the Investor, except (provided that A) for disclosure thereof which is required in the 8-K Filing or registration statement or (B) as required by law or Exchange regulations or any order of any court or other governmental agency, in which case of clause (i) such Buyer shall be consulted by the Company in connection shall provide the Investor with any prior notice of such press release or other public disclosure prior to its release)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 second (2nd) Business Day after following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company No Buyer shall have disclosed all material, non-public information (if any) delivered any liability to each Buyer by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, stockholders or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with for any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyerdisclosure. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of 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 time, on the second (2nd) Business Day after following the date of this AgreementClosing 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 Exchange Act, and attaching the Transaction Documents as exhibits to such filing (including all attachments, the “Form "8-K Filing”FILING"). From and after the date filing of the Form 8 8-K FilingFiling with the SEC, RAB shall not be in possession of any material nonpublic information received from the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents agents, not to, provide each Buyer RAB with any material, non-public material nonpublic information regarding the Company from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such BuyerRAB. Subject to the foregoing, neither the Company nor any Buyer RAB shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each BuyerRAB, to make any press release or other public disclosure with respect to such transactions transactions: (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith therewith; and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer RAB shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the second (2nd) Business Day As soon as practicable after the date Closing and in any event within the time period required under the rules and regulations of this Agreementthe SEC, the Issuer 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 Exchange Act, reporting such Closing (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 Issuer, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company Issuer in connection with any such press release or other public disclosure prior to its release). Except for the 8-K Filing, 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 any applicable Buyer, neither the Issuer nor any of its Subsidiaries or Affiliates shall disclose the name of 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 second (2nd) third Business Day after following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant and the form of the Registration Rights Agreement and such financial statements) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From ; provided that such press release and after Current Report will be subject to reasonable approval from 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 BuyerWarrantholder. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Warrantholder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Warrantholder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Warrantholder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on December 21, 2017, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a Buyer 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 timeCity Time, on the second (2nd) Business Trading Day after following the date hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 8:00 p.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents agents, not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company from and after the date filing of the Form 8 K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, Prior to 9AM EST on the second (2nd) Business Trading Day after immediately following the date execution of this Agreement, the Company shall issue a press release (the “Press Release”) disclosing all material terms of the transactions contemplated hereby, including the closing of the Merger. On or before the fourth business day following the date hereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents Offerings in the form required by the 1934 Act (Act, and attaching the “Form 8-K Filing”)required documents as exhibits to such filing. From and after the date issuance of the Form 8 K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer any of the Buyers by the Company, 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 Buyerthis Agreement. Subject to the foregoing, neither the Company Company, its subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not and shall cause its subsidiaries not to disclose the name of such Buyer in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on June 6, 2018, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and all schedules and exhibits to this Agreement, the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except as required by applicable law, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a 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 time, on the second (2nd) Business Day after the date of this Agreement, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents on or before the date, and in the form form, required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the “Form form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). From ; provided that such press release and after Current Report will be subject to reasonable approval from 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 BuyerWarrantholder. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer the Warrantholder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Warrantholder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the Warrantholder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on January [ ], 2019, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and all schedules and exhibits to this Agreement, the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except as required by applicable law, without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a 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 second first (2nd1st) Business Day after the date of this Agreementhereof, (i) the Company shall issue a press release reasonably acceptable to the Buyers 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 the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a 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 second (2nd) fourth Business Day after following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the “Form 8-form of Series F 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 date filing of the Form 8 8-K FilingFiling with the SEC, the Company no Investor shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents agents, not to, provide each Buyer any Investor with any material, non-public nonpublic information regarding the Company or any Subsidiaries from and after the date filing of the Form 8 8-K Filing with the SEC without the express prior written consent of such BuyerInvestor. Subject to the foregoing, neither the Company nor any Buyer shall not issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyerany Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is otherwise required by applicable law and regulations (provided that in the case of clause (i) such Buyer C▇▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇ Management, LLC shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Except as required in the Registration Statement, without the prior written consent of any applicable Investor, neither the Company nor any of its affiliates shall disclose the name of such Investor 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 timeCity Time, on or before the second (2nd) first Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions set forth in Schedule 3(u) of the Company Disclosure Letter, in form and in substance 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 the Notes and the Registration Rights Agreement) as exhibits to such Form 8-K (including all attachments, the “Form 8-K Filing”). From and after the date As of the Form 8 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to each Buyer by received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and acknowledges its obligation to conform to the Company shall cause requirements of Regulation FD in its dealings with 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 Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and substantially contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease if the Notes or such Buyer is referred to therein).

Disclosure of Transactions and Other Material Information. The Within the time required by the SEC and the rules of the Principal Markets, the Company shall, on or before 8:30 a.m., New York time, on shall issue a press release (the second (2nd“Announcement Press Release”) Business Day after the date of this Agreement, and file a Current Report on Form 8-K report with the SEC (the “Report”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act (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 Announcement Press Release shall be mutually agreed by the Company shall notand the Buyer, and the Company agrees that it shall cause each not issue the Announcement Press Release without the Buyer’s consent (not to be unreasonably withheld, delayed or conditioned). None of the Company, any of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding Subsidiaries or the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of each other party hereto; provided, however, that the Company and the Buyer shall be entitled, without the prior approval of each Buyerthe other party (not to be unreasonably withheld, delayed or conditioned), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 K Filing Report and press release contemplated by this Section 4(f) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer the disclosing party shall be consulted by the Company other party in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the second first (2nd1st) Business Day after the date of this Agreement, (i) issue a press release (the “Press Release”) reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (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, unless and until a Change of Recommendation has occurred, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shallmay, on or before 8:30 a.m., New York time, on the second third (2nd3rd) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, on the third (3rd) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants, the form of Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on At or before 8:30 a.m., prior to 8:00 a.m. (New York City time, ) on the second (2nd) Business Day after following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in Documents, identifying the form required by the 1934 Act (the “Buyers and including as exhibits to such Form 8-K Filingthis Agreement (including the schedules and exhibits hereto), the Certificate of Designation, the form of Registration Rights Agreement and the form of Voting Agreement (such Form 8-K, the “Announcing Form 8-K”). From and after Not later than 8:00 a.m. (New York City time) on the date of second (2nd) Business Day following the Form 8 K FilingClosing Date, the Company shall have disclosed all material, nonfile a Form 8-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection K with the transactions contemplated by SEC describing 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 terms of the transactions consummated pursuant to this Agreement on the Closing Date (such Form 8 K Filing without 8-K, the express prior written consent of such Buyer“Closing Form 8-K”). Subject to the foregoing, neither Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8 8-K Filing or the Closing Form 8-K, and in each case contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m.am., New York time, on the second fourth (2nd4th) Business Day after the date of this Agreement, file a Current Report on Form Fonn 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act (the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all a.II material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form Fonu 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).and

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on March 27, 2018, (i) the second Company shall issue a press release reasonably acceptable to the Buyers and (2ndii) Business Day after the date of this Agreement, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrants and the Security Documents as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) such each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in its capacity as a 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 second (2nd) Business Day first business day after the date of this Agreementhereof, file a Current Report on Form 8-K describing reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Act Act, and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “Form 8-K Filing”). From and after the date Except with respect to any Buyer a representative of which is a member of the Form 8 K FilingBoard of Directors of the Company or any other Buyer affiliated with such Buyer, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents agents, not to, provide each any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date filing of the Form 8 K Filing press release referred to in the first sentence of this Section 4(f) without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of each any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) such Buyer Essex Woodlands Health Ventures VII, L.P. (the “Lead Buyer”) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York timeCity Time, on the second (2nd) Business Trading Day after following the date hereof, issue a press release disclosing all material terms of the transactions contemplated hereby and complying with applicable SEC rules. On or before 5:00 p.m., New York City Time, on the first business day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “Form 8-K Filing”). From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents agents, not to, provide each Buyer the Purchaser with any material, non-public nonpublic information regarding the Company from and after the date filing of the Form 8 K Filing press release referred to in the first sentence of this Section without the express prior written consent of such Buyerthe Purchaser. Subject to the foregoing, neither the Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of each Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Principal Market.