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

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated herebynot, and including the Transaction Documents as exhibits theretoshall cause each Subsidiary and each of its respective officers, within the time required by the 1934 Act. From directors, employees and after the filing of the Current Reportagents, the Company represents to the not to, provide any Investor that the Company shall have publicly disclosed all material, non-public with any material nonpublic information delivered to the Investor as of such time by regarding the Company or any Subsidiary from and after the Closing Date without the express written consent of such Investor. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or each of its Subsidiariesrespective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or any each of their its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In additionsuch event, effective upon the filing such Investor shall provide a copy of the Current Report, such public disclosure to the Company acknowledges and agrees that at least one day prior to the dissemination of such disclosure to the public. No Investor shall have any and all confidentiality or similar obligations under any agreement, whether written or oral, between liability to the Company, any of its Subsidiaries Subsidiary, or any of its or their respective officers, directors, affiliatesemployees, employees stockholders or agentsagents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and neither the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with nor any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated therebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, prior to the issuancehowever, filing or public disclosure thereof, and that the Company shall not issuebe entitled, file without the prior approval of any Investor, to make any press release or publicly disclose any other public disclosure with respect to such information to which transactions in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and as may otherwise be required by applicable law and regulations (provided that each Investor shall object. For the avoidance be provided a copy of doubt, any proposed press release to be issued by the Company shall not be required at least one day prior to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingits release).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second first (1st) Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note, any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second Trading third (3rd) Business Day immediately following the Initial Closing Date, issue a Report on Form 68-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor Buyer that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Buyer as of such time by the Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Buyer or any of its affiliatesAffiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Buyer with any material, non-public information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of the Investor Buyer (which may be granted or withheld in the InvestorBuyer’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Buyer without the InvestorBuyer’s consent, the Company hereby covenants and agrees that the Investor Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(h) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Buyer) and the Company fails to cure such breach within three (3) Business Days after notification of such breach, in addition to any other remedy provided herein, if the Buyer is holding the Note or any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Buyer shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor Buyer and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Buyer and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Buyer or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the InvestorBuyer, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor Buyer shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (shall, on or before 5:30 p.m., New York City time) , on the second Trading first Business Day immediately following after the Closing Datedate of this Agreement, issue file a Current Report on Form 68-K (the “Current Report”) disclosing describing all the material terms of the transactions contemplated hereby, and including by the Transaction Documents as exhibits thereto, within in the time form required by the 1934 ActExchange Act and attaching all the material Transaction Documents, including this Agreement (the “8-K Filing”). Investor shall have a reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof and the Company shall include all comments reasonably requested by Investor. From and after the filing of the Current Report8-K Filing, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered (if any) provided to the Investor as of such time by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon Other than as contemplated by the filing of the Current ReportInvestor Rights Agreement, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries such Subsidiary from and after the date hereof 8-K Filing without the express prior written consent of Investor. The Company understands and confirms that Investor shall be relying on the foregoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by Investor: (a) Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent does not have any obligation of confidentiality with respect to any information that the Company delivers provides to Investor, and (b) Investor shall not be deemed to be in breach of any material, duty to the Company or to have misappropriated any non-public information to of the Company, if Investor without engages in transactions of securities of the Investor’s consentCompany, including any hedging transactions, short sales or any derivative transactions based on securities of the Company hereby while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any Subsidiary of the Company, or any of its or their respective officers, directors, employees and agrees that agents (as determined in the reasonable good faith judgment of Investor), in addition to any other remedy provided herein or in the Transaction Documents, Investor shall not have any duty the right to make a public disclosure, in the form of confidentiality with respect toa press release, public advertisement or a duty not to trade on the basis ofotherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall have no liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, Investor and the Company shall afford consult with each other before issuing, and give each other the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing release or any other public disclosure made by or on behalf of statements with respect to this Agreement and the Company relating to the Investor, its purchases hereunder or any aspect of the other Transaction Documents or the transactions contemplated hereby and thereby, and shall not issue any such press release or make any such public statement prior to the issuancesuch consultation, filing except as may be required by applicable Law, Order or public disclosure thereof, court process. Investor and the Company shall agree to the initial press release to be issued following execution of this Agreement (the “Initial Announcement”). Notwithstanding the foregoing, this Section 5.09 shall not issue, file apply to any press release or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, other public statement made by the Company shall not be required to submit for review any such disclosure contained in periodic reports filed or Investor which is consistent with the Commission under Initial Announcement and does not contain any information relating to the 1934 Act if it shall have transactions contemplated by the Transaction Documents that has not been previously provided announced or made public in accordance with the same disclosure for review in connection with a previous filingterms of this Agreement.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding any Common Shares or other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including forms of this Agreement and the Transaction Documents Note as exhibits thereto; provided, within however, that the time required by Holder’s name and contact information shall be redacted from such Current Report and all exhibits, schedules and attachments thereto, including, without limitation, the 1934 Actforms of this Agreement and the Note and the exhibits, schedules and attachments thereto. From and after the filing of the Current Report, the Company represents to the Investor Holder that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Holder as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and the Transaction DocumentsNote. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor Holder (which may be granted or withheld in the InvestorHolder’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Holder without the InvestorHolder’s consent, the Company hereby covenants and agrees that the Investor Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4.5 by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Holder), in addition to any other remedy provided herein, if the Holder is holding any Common Stock or other securities of the Company at the time of the disclosure of material, non-public information, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, and the Holder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not disclose the name of the Investor in any press release, Commission filing or any other public disclosure made by or on behalf of the Company, including, without limitation, the Current Report and any exhibits thereto. The Company shall afford the Investor Holder and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Holder and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Holder or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder Holder or any aspect of this Agreement, the Transaction Documents Note, the Exchange or any of the other transactions contemplated hereby and thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not (i) issue, file or publicly disclose any such information to which the Investor Holder shall object. For object or (ii) disclose the avoidance name or contact information of doubtthe Holder in any press release, Commission filing (including the Current Report, or any amendment thereto, and all exhibits, schedules and attachments thereto, including, without limitation, the Company shall not be required to submit for review forms of this Agreement and the Note and the exhibits, schedules and attachments thereto) or any such other public disclosure contained made by or on behalf of the Company, including in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingany exhibits, schedules or attachments thereto.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on file with the second Trading Day immediately following the Closing Date, issue SEC a Current Report on Form 6-K disclosing the execution of this Agreement by the Company and the Buyer (including any required exhibits thereto, the “Current Report”) disclosing the material terms promptly following execution of the transactions contemplated herebyAgreement, but in any event no later than 9:00 a.m. New York Time on the Trading Day following the date on which this Agreement is executed. The Company shall provide the Buyer and including its legal counsel a reasonable opportunity to comment on a draft of the Transaction Documents as exhibits thereto, within Current Report prior to filing the time required by Current Report with the 1934 ActSEC and shall give due consideration to all such comments. From and after the filing of the Current ReportReport with the SEC , the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time Buyer (or the Buyer’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in respect of the Company. The Company shall not, and the Company shall undertake reasonable efforts to cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Buyer with any material, non-public information regarding the Company or agents any of its Subsidiaries without the express prior written consent of the Buyer (which may be granted or withheld in the Buyer’s sole discretion). Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report any information communicated to the Buyer by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated by herein, which, following the Transaction Documentsdate hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Buyer will rely on the foregoing representations in effecting resales of Conversion Shares. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Buyer or any of its their affiliates, on the other hand, including without limitation the NDA, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on or prior to the second first (1st) Trading Day immediately following the Initial Closing Date, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note or any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on Upon the second Trading Day immediately written request of any Investor following the Closing Datedate of this Agreement, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated herebyDelphax shall not, and including the Transaction Documents as exhibits theretoshall cause each Subsidiary and each of its respective officers, within the time required by the 1934 Act. From directors, employees and agents, not to, provide any such Investor with any material nonpublic information regarding Delphax or any Subsidiary from and after the filing date of such request without the express written consent of such Investor. In the event of a breach of the Current Reportforegoing covenant by Delphax, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its SubsidiariesSubsidiary, or any each of their respective officers, directors, employees and agents, in addition to any other remedy provided herein or agents in connection with the transactions contemplated by the Transaction Documents, such Investor shall have the right to demand that Delphax make a public disclosure, and if Delphax fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by Delphax, each Subsidiary, or each of its respective officers, directors, employees or agents. In additionsuch event, effective upon the filing such Investor shall provide a copy of the Current Report, such public disclosure to the Company acknowledges and agrees that at or prior to the dissemination of such disclosure to the public. No Investor shall have any and all confidentiality liability to Delphax, any Subsidiary, or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees shareholders or agents, on the one hand, and the agents for any such disclosure unless such Investor acts with negligence or any of its affiliates, on the other hand, shall terminatewillful misconduct. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information Subject to the Investor without the Investor’s consentforegoing, the Company hereby covenants and agrees that the neither Delphax nor any Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, hereby without the prior to approval of the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to other party; which the Investor shall object. For the avoidance of doubt, the Company approval shall not be required unreasonably withheld or delayed; provided, however, that Delphax shall be entitled, without the prior approval of any Investor, to submit for review make any press release or other public disclosure with respect to such disclosure contained transactions (i) in periodic reports filed a Current Report on Form 8-K in compliance with the Commission under requirements of the 1934 Act if it Exchange Act, and (ii) as may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall have previously be provided the same disclosure for review in connection with a previous filingcopy of any proposed press release to be issued by Delphax at least one day prior to its release).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on After the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Reportdate hereof, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof Subsidiaries, without the express prior written consent of such Buyer. In the Investor event of a breach of any of the foregoing covenants or any of the covenants contained in Section 5(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (which may be granted or withheld as determined in the Investor’s sole discretionreasonable good faith judgment of such Buyer). To , in addition to any other remedy provided herein or in the extent that Transaction Documents, such Buyer shall have the Company delivers any right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Investor without Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the Investor’s consentforegoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company hereby covenants shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by applicable law and regulations (including, without limitation, any applicable law or regulation of the United Kingdom) (provided that in the case of clause (i) 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 each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations (including, without limitation, any applicable law or regulation of the United Kingdom). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the Investor shall not have date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The any information regarding the Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingSubsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding any Common Shares or other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), the Company shall not disclose the name of the Investor in any press release, Commission filing or any other public disclosure made by or on behalf of the Company, including, without limitation, the Current Report and any exhibits thereto. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on Upon the second Trading Day immediately request of any Investor following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms date of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Reportthis Agreement, the Company represents to the Investor that the Company shall have publicly disclosed all materialnot, non-public information delivered to the Investor as of such time by the Company or any and shall cause each Subsidiary and each of its Subsidiaries, or any of their respective officers, directors, employees and agents, not to, provide any such Investor with any material nonpublic information regarding the Company or agents in connection with any Subsidiary from and after the transactions contemplated by date of such request without the Transaction Documentsexpress written consent of such Investor. In addition, effective upon the filing event of a breach of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between foregoing covenant by the Company, any of its Subsidiaries Subsidiary, or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not toagents, provide in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor with any materialmay make a public disclosure, non-in the form of a press release, public advertisement or otherwise, of such material nonpublic information regarding without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its Subsidiaries from and after or their respective officers, directors, employees, shareholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that foregoing, neither the Company delivers nor any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated therebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, prior to the issuancehowever, filing or public disclosure thereof, and that the Company shall not issuebe entitled, file without the prior approval of any Investor, to make any press release or publicly disclose any other public disclosure with respect to such information to which transactions (i) in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall object. For the avoidance be provided a copy of doubt, any proposed press release to be issued by the Company shall not be required at least one day prior to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingits release).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including forms of this Agreement and the Transaction Documents Note as exhibits thereto; provided, within however, that the time required by Holder’s name and contact information shall be redacted from such Current Report and all exhibits, schedules and attachments thereto, including, without limitation, the 1934 Actforms of this Agreement and the Note and the exhibits, schedules and attachments thereto. From and after the filing of the Current Report, the Company represents to the Investor Holder that the Company shall have publicly disclosed all material, non-public information delivered to the Investor Holder as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and the Transaction DocumentsNote. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor Holder or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor Holder (which may be granted or withheld in the InvestorHolder’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor Holder without the InvestorHolder’s consent, the Company hereby covenants and agrees that the Investor Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4.5 by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Holder), in addition to any other remedy provided herein, if the Holder is holding any Common Stock or other securities of the Company at the time of the disclosure of material, non-public information, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, and the Holder shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor Holder and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor Holder and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor Holder or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder Holder or any aspect of this Agreement, the Transaction Documents Note, the Exchange or any of the other transactions contemplated hereby and thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not (i) issue, file or publicly disclose any such information to which the Investor Holder shall object. For object or (ii) disclose the avoidance name or contact information of doubtthe Holder in any press release, Commission filing (including the Current Report, or any amendment thereto, and all exhibits, schedules and attachments thereto, including, without limitation, the Company shall not be required to submit for review forms of this Agreement and the Note and the exhibits, schedules and attachments thereto) or any such other public disclosure contained made by or on behalf of the Company, including in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingany exhibits, schedules or attachments thereto.

Disclosure of Transactions and Other Material Information. The Company shall (a) by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (the “Press Release”) and (b) issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (file a current report on Form 8-K on or before 8:30 a.m., New York City time) , on July 19, 2021, describing the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated herebyby the Exchange Transaction Documents, and including all in the Transaction Documents as exhibits thereto, within the time form required by the 1934 ActExchange Act and attaching the form of this Agreement and the form of the New Warrants (and all schedules and exhibits thereto not otherwise attached), as exhibits to such filing (including all attachments, the "8-K Filing"). From and after As of immediately following the filing of the Current Report8-K Filing with the Commission, the Company represents to the Investor that the Company shall have publicly disclosed all not be in possession of any material, non-public nonpublic information delivered to received from the Investor as of such time by the Company or Company, any of its Subsidiaries, subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing or in prior filings with the transactions contemplated by the Transaction DocumentsCommission. In addition, effective upon the filing of the Current Report8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company understands and confirms that the Investor will rely on the foregoing in effecting transactions in securities of the Company. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees employees, affiliates and agents agents, not to, provide the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company Company, its subsidiaries or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public information to the Investor without the Investor’s 's prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 (i) at approximately 7:00 a.m. (but no later than 8:00 a.m., New York City time) , on the second Trading Day immediately following the Closing DateFebruary 4, 2019, issue a press release and file a Current Report on Form 68-K (K, in each case, reasonably acceptable to the “Current Report”) disclosing Lead Investor, describing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In additionDocuments in the form required by the 1934 Act and (ii) on or before 4:30 p.m., effective upon New York City time, on February 4, 2019, file a Current Report on Form 8-K reasonably acceptable to the filing Lead Investor attaching this Agreement, the Governance Agreement, the form of the Current ReportCertificate of Designation and the Registration Rights Agreement as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC). The Company shall use its commercially reasonably efforts to not, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any to cause each of its Subsidiaries or any and its and each of their respective officers, directors, affiliates, employees or and agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer that at the Investor applicable time of determination does not have an affiliate who serves on the Board, with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof Initial Closing Date without the express prior written consent of such Buyer or as otherwise contemplated by the Investor (which may be granted or withheld in the Investor’s sole discretion)Transaction Documents. To the extent that the Company delivers any material, non-public nonpublic information to a Buyer without such Buyer’s consent at a time when such Buyer does not have an affiliate who serves on the Investor without the Investor’s consentBoard, the Company hereby covenants and agrees that that, unless otherwise expressly agreed between such Buyer and the Investor Company, such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries, or any of their respective, officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public nonpublic information. The Company shall afford the Investor understands and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel confirms that each of such Buyers will rely (in their own discretion) on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf foregoing in effecting transactions in securities of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingCompany.

Disclosure of Transactions and Other Material Information. The On or before 9:30 a.m., New York time, on the first Business Day after the date of this Agreement, the Company shall by 9:00 a.m. (New York City time) on file with the second Trading Day immediately following the Closing Date, issue SEC a Report current report on Form 6-K (including all exhibits thereto, the “Current Report”) disclosing (i) all the material terms of the transactions contemplated hereby, and including by the Transaction Documents and attaching all the material Transaction Documents (including, without limitation, this Agreement and all schedules to this Agreement) as exhibits theretoexhibits, within and (ii) all material nonpublic information concerning the time required by Company disclosed to the 1934 ActInvestor. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, not be in possession of any material non-public information delivered concerning the Company disclosed to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents representatives. The Company understands and confirms that the Investor will rely on the foregoing representation in connection with the transactions contemplated by the Transaction Documentseffecting securities transactions. In addition, effective upon the filing of the Current Report, Report the Company acknowledges and agrees that any and all confidentiality or similar obligations under with respect to the transactions contemplated by the Transaction Documents, or any agreementinformation related to the Company or any Subsidiary, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without first obtaining the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers As used herein “Business Day” means any materialday other than a Saturday, non-public information Sunday or other day on which commercial banks in New York, New York are authorized or required by law to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingremain closed.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on On the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms date of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Reportthis Agreement, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with issue a press release regarding the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, Prism Acquisition Transaction and the Investor or Owl Rock Transaction and any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding provided to any Buyer prior to such date (the Company or any of its Subsidiaries from “Disclosed Transactions”) and after no later than 5:30 p.m. New York City local time on the first business day following the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consentthis Agreement, the Company hereby covenants shall file a Current Report on Form 8-K, in each case, reasonably acceptable to the Buyers, describing the terms of the Disclosed Transactions in the form required by the 1934 Act and agrees that attaching the Investor Transaction Documents as exhibits to such filing (which shall not have any duty include schedules or exhibits not customarily filed with the SEC). In furtherance of confidentiality with respect tothe foregoing, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor provide each Buyer and its legal counsel with a reasonable opportunity to review and comment upon, shall consult upon drafts of all documents to be publicly disclosed or filed with the Investor Commission in connection with the Disclosed Transactions and its counsel on the form and substance of, and shall give due reasonable consideration to all such comments from comments. Notwithstanding anything in this Agreement to the Investor or its counsel oncontrary, any statement included in any Company press release, Commission public filing or any other public disclosure made by statement that is attributed to Buyer, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or on behalf any of their Affiliates shall be subject to prior approval of Buyer or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. From and after the issuance of such press release and Form 8-K, Buyer shall not be in possession of any material, non-public information received from the Company relating or any of its officers, directors, employees or agents, and Buyer shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its Affiliates with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior Disclosed Transactions. Notwithstanding anything in this Agreement to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubtcontrary, the Company shall not be required to submit for review not, without the prior written consent of Buyer, publicly disclose the name of Buyer or any such disclosure contained of its Affiliates or advisors, or include the name of Buyer or any of its Affiliates or advisors (i) in periodic reports filed any press release or marketing materials or (ii) in any filings with the Commission under or any regulatory agency or trading market except (A) required by the 1934 Act if it shall have previously provided the same disclosure for review federal securities law in connection with a previous filingthe Registration Statement, and (B), to the extent such disclosure is required by Applicable Laws, at the request of the Staff of the Commission or regulatory agency or under regulations of the Principal Market or by any other Governmental Authority, in which case the Company shall provide Buyer with prior written notice of such disclosure and an opportunity to review as set forth in this Section 4(f).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing Date, issue a Report on Form 6-K (the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current ReportCompany's Form 10-Q for the quarter ending September 30, 2003 with the Company represents SEC, to the Investor that best of its knowledge, SF Capital, one of the Company Investors, shall have publicly disclosed all not be in possession of any material, non-public nonpublic information delivered to the Investor as of such time by received from the Company or any of its Subsidiariesrespective officers or directors that is not disclosed. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any Investor with any material nonpublic information regarding the Company or any Subsidiary from and after the Closing Date without the express written consent of such Investor. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, an Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of their a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In additionsuch event, effective upon the filing such Investor shall provide a copy of the Current Report, such public disclosure to the Company acknowledges and agrees that at or prior to the dissemination of such disclosure to the public. No Investor shall have any and all confidentiality or similar obligations under any agreement, whether written or oral, between liability to the Company, any of its Subsidiaries Subsidiary, or any of its or their respective officers, directors, affiliatesemployees, employees shareholders or agentsagents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and neither the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with nor any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, issue any press release, Commission filing releases or any other public disclosure made by or on behalf of the Company relating statements with respect to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated therebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed, prior to the issuanceprovided, filing or public disclosure thereofhowever, and that the Company shall not issuebe entitled, file without the prior approval of any Investor, to make any press release or publicly disclose any other public disclosure with respect to such information to which transactions (i) in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall object. For the avoidance be provided a copy of doubt, any proposed press release to be issued by the Company shall not be required at least one day prior to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingits release).

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (On or before 8:30 a.m., New York City time) , on the second Trading first Business Day immediately following the Closing Datedate of this Agreement, the Company shall issue a press release and file a Current Report on Form 68-K (describing the “Current Report”) disclosing the material terms of the transactions contemplated hereby, and including by this Agreement in the Transaction Documents as exhibits thereto, within the time form required by the 1934 ActAct and attaching this Agreement (the "8-K Filing"). From and after the filing of the Current Report8-K Filing with the SEC, the Company represents to the Investor that the Company shall have publicly disclosed all not be in possession of any material, non-public nonpublic information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents agents, not to, provide the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof filing of the 8-K Filing with the SEC without the express written consent of the Investor. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review disclose the name of the Investor in any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall by 9:00 a.m. (shall, on or before 8:30 a.m., New York City time) Time, on the second Trading first Business Day immediately following after the Closing Datedate of this Agreement, publicly issue a press release and a Current Report on Form 68-K (the “Current Report”) disclosing the all material terms of this Agreement and attaching the transactions contemplated hereby, and including the Transaction Documents form of this Agreement as exhibits thereto, within the time required by the 1934 Actan exhibit to such filing. From and after the filing As of the Current Reportdate of the issuance of the Form 8-K, the Company represents to the Investor that the Company shall have publicly disclosed all not be in possession of any material, non-public nonpublic information delivered to received from the Investor as Company, any of such time by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents. Form 8-K. In addition, effective upon the filing of the Current ReportForm 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminateterminate and be of no force or effect. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, affiliates, employees and agents agents, not to, provide the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agent not to trade on the basis of, such material, non-public information. The Company shall afford understands and confirms that the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel will rely on the form and substance of, and shall give due consideration to all such comments from foregoing representations in effecting transactions in the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf securities of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filingCompany.

Disclosure of Transactions and Other Material Information. The Company shall shall, by 9:00 a.m. (New York City time) on the second Trading Day immediately following the Closing DateJuly 10, 2017, issue a Report on Form 6-K (the “"Current Report”") disclosing the material terms of the transactions contemplated hereby, and including the forms of the Transaction Documents as exhibits thereto, within the time required by the 1934 Act. From and after the filing of the Current Report, the Company represents to the Investor that the Company shall have publicly disclosed all material, non-public information delivered to the Investor as of such time by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor (which may be granted or withheld in the Investor’s 's sole discretion). To the extent that the Company delivers any material, non-public information to the Investor without the Investor’s 's consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. In the event of a breach of the covenants contained in this Section 4(i) by the Company or any person acting on its behalf (as determined in the reasonable good faith judgment of the Investor) and the Company fails to cure such breach within one (1) Business Day after notification of such breach, in addition to any other remedy provided herein, if the Investor is holding the Note, any Common Shares or any other securities of the Company at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company (but after notifying the Company), and the Investor shall not have any liability to the Company or any of its directors, officers, employees, stockholders or agents, for any such disclosure. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof, and the Company shall not issue, file or publicly disclose any such information to which the Investor shall object. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure contained in periodic reports filed with the Commission under the 1934 Act if it shall have previously provided the same disclosure for review in connection with a previous filing.