Common use of Non-Public Information Clause in Contracts

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 4.6 and otherwise provided hereinexcept as permitted under Section 4.12, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, material non-public information to the Investor any Purchaser without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, material non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor a Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series E COD (as those terms are defined in the Series E COD)), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series E COD (as those terms are defined in the Series E COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction DocumentsDocuments and any material non-public information set forth on the Disclosure Schedules, which material terms and conditions and material non-public information shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation in connection with the transactions contemplated by the Transaction Documents, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written consentPurchaser’s consent in contravention of this Section 4.6, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.6 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of the Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf behalf, including its representatives, Affiliates, officers, directors, employees or agents, including, without limitation, the Placement Agent, will provide the Investor any Purchaser or its any of Purchaser’s Affiliates, attorneys, agents or counsel representatives with any information regarding the Company that constitutes, or that the Company reasonably believes constitutes, material non-public informationinformation regarding the Company or any of its Subsidiaries, unless prior thereto the Investor such Purchaser or any of Purchaser’s Affiliates, attorneys, agents or representatives shall have previously consented in writing to the receipt of such information and agreed with the Company to keep such information confidentialconfidential until such time as such information is publicly disclosed or such time as set forth in such written agreement or otherwise received such material, non-public information in such Purchaser’s capacity as an officer or director of the Company or an Affiliate thereof. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality or trust to the Company, Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company or any of its officers, directors, agents, employees or Affiliates, not to trade on the basis of, while aware of such material, non-public informationinformation unless such material, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation was received by such Purchaser in its capacity as an officer or director of the Company or an Affiliate thereof. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.6 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees or affiliatesa 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, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, unless the Purchaser has consented in writing to the receipt of such material non-public information, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.4 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor any Purchasers without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor a Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company and Vinco each covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company and/or Vinco reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company and/or Vinco to keep such information confidential. The Company and Vinco each understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, Vinco, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company and Vinco each hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company Company, Vinco or any Subsidiaries, the Company and/or Vinco shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company and Vinco each understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.5, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential; provided, however, that in no event shall any notice given by the Company to the Purchasers of the Company’s election to sell Securities in an Optional Tranche Closing be considered material non-public information for purposes of this Agreement. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. If the Company believes that any notice or communication that it is required to deliver to the Purchasers under the Transaction Documents may contain material non-public information, then in lieu of delivering such notice or communication to the Purchasers, the Company shall cause its legal counsel to convey such notice or communication to the Purchasers’ U.S. legal counsel, which shall satisfy the Company’s obligation to deliver such notice or other communication. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided . To the extent that the Investor shall remain subject to applicable law. The Company represents that as of the Execution DateCompany, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person Subsidiary or any person acting on its their behalf has previously provided the Investor or its agents or counsel with any information that constitutesdiscloses material, or non-public to a Purchaser in contravention of this Agreement, the Company reasonably believes constitutesshall promptly, material but in any case within one (1) Trading Day after such disclosure, file with the Commission a Report of a Foreign Private Issuer on Form 6-K disclosing such material, non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Asset Management Agreements and the Strategic Advisor Agreements, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser (other than Purchasers who are then directors or officers of the Investor Company if any) or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, of such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.3 and otherwise provided hereinany information a Holder has regarding mergers, acquisitions or strategic alliances involving the Company, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes or may constitute or be deemed to constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in a manner such that upon such public announcement, such information shall not constitute or be deemed to constitute material, non-public information. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor after consulting with U.S. securities counsel), in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor or any of its affiliates owns or holds, directly or indirectly, any Purchase Shares at the time of the disclosure of material, non-public information, the Investor shall have consented the right to make a public disclosure, in writing the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the receipt Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. Neither the Investor, nor any of such information its affiliates, shareholders, members, officers, directors, employees and agreed direct or indirect investors, nor and any of the foregoing Person's agents or other representatives (including, without limitation, those retained in connection with the Company transactions contemplated by this Agreement), shall have any liability to keep the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or agents, for any such information confidentialpublic disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, no event disclose non-public information to the Investor without Buyer, advisors to or representatives of the Buyer unless prior to disclosure of such prior written consent, information the Company hereby covenants marks such information as "Non-Public Information - Confidential" and agrees that provides the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis ofBuyer, such material, non-public information, provided that the Investor shall remain subject advisors and representatives with a reasonable opportunity to applicable law. The Company represents that as of the Execution Date, except with respect accept or refuse to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, accept such non-public information regarding for review. Nothing herein shall require the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, disclose non-public information to the Investor without Buyer or its prior written consentadvisors or representatives, and the Company represents that it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, does not disseminate non-public information to any Buyers who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Buyer and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the registration statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, no misleading. Nothing herein shall be construed to mean that such persons or entities other than the Buyer (without the written consent of the Buyer prior to disclosure of such information, it shall pay ) may not obtain non-public information in the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning course of conducting due diligence in accordance with the day terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the information is disclosed Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Investor and ending and including Registration Statement or necessary to make the day statements contained therein, in light of the Form 8-K disclosing this information is filedcircumstances in which they were made, not misleading.

Non-Public Information. Except Following the IPO, the Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Purchaser with respect to any material, nonpublic information regarding the material terms Company or any of its Subsidiaries from and conditions after the date hereof without the express prior written consent of such Purchaser. If following the IPO a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the transactions contemplated foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, which a Purchaser shall be disclosed pursuant have the right to Section 6.2 and otherwise provided hereinmake a public disclosure, in the Company covenants and agrees that neither itform of a press release, nor any other Person acting on public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its behalf will provide the Investor or its agents or counsel with any information that constitutesSubsidiaries, or the Company reasonably believes constitutesany of its or their respective officers, material non-public informationdirectors, unless prior thereto the Investor employees, affiliates or agents. No Purchaser shall have consented in writing any liability to the receipt Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for any such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Companydisclosure. To the extent that that, following the IPO, the Company delivers any material, non-public nonpublic information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or affiliatesagent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not to trade on the basis of, such material, non-public nonpublic information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented provided its written consent, substantially in writing the form of Exhibit E hereto, to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the Investor foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent to hold such information in a confidential manner, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor each Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated Upon delivery by the Transaction DocumentsCompany of any notice in accordance with the terms of this Agreement, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or unless the Company reasonably believes constitutes, material non-public information. After has in good faith determined that the Execution Date, matters relating to the extent that any such notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, do not constitute material, non-public nonpublic information regarding relating to the Company or any its Subsidiaries, the Company shall simultaneously file within two (2) Business Days after such notice or other material delivery publicly disclose such material, nonpublic information with the SEC pursuant to on a Current Report on Form 8-K. K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice, and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to the Company or its Subsidiaries.. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereindisclosed, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Collateral Agent or any Lender or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Collateral Agent and/or such Lender shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor Collateral Agent and each Lender shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of the Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to the Investor Collateral Agent or a Lender without Collateral Agent’s or such prior written Lender’s consent, the Company hereby covenants and agrees that the Investor Collateral Agent and/or such Lender shall not have any duty of confidentiality to the Company, any of its the Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of the Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that Collateral Agent and the Investor Lenders shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Collateral Agent and each Lender shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide any Purchaser with the material non-public information if such Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 5,000 per day beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Digital Asset Consulting Agreement and the Strategic Advisor Agreement, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser (other than Purchasers who are then directors or officers of the Investor Company if any) or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, of such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, constitutes material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed entered into a written agreement with the Company regarding the confidentiality and use of such information; notwithstanding the foregoing, each Purchaser acknowledges that it has had the opportunity to keep review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded the opportunity to ask such information confidentialquestions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities, the merits and risks of investing in the Securities and ordinary legal proceedings. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately promptly (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions The Holders hereby acknowledge that: (i) each of the transactions contemplated by Company and the Transaction DocumentsGuarantor may be, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying each Holder is proceeding on the foregoing covenant in effecting transactions in securities of the Company. To the extent assumption that the Company delivers any and the Guarantor are, in possession of material, non-public information concerning themselves and their respective direct and indirect subsidiaries (the “Information”) which is not or may not be known to the Investor without such prior written consentHolders and that neither the Company nor the Guarantor has disclosed to the Holders; (ii) each Holder is voluntarily assuming all risks associated with the Transactions and expressly warrants and represents that (x) neither the Company nor the Guarantor has made, and except as expressly provided in this Agreement, each Holder disclaims the existence of or its reliance on, any representation by the Company or the Guarantor concerning the Company, the Guarantor or the Notes and (y) except as expressly provided in this Agreement, it is not relying on any disclosure or non-disclosure made or not made, or the completeness thereof, in connection with or arising out of the Transactions, and therefore has no claims against the Company hereby or the Guarantor with respect thereto; (iii) if any such claim may exist, each Holder, recognizing its disclaimer of reliance and reliance by the Company and the Guarantor on such disclaimer as a condition to entering into the Transactions, covenants and agrees that the Investor shall not have any duty of confidentiality to assert it against the Company, any of its Subsidiaries, the Guarantor or any of their respective officers, directors, agentsshareholders, employees partners, representatives, agents or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms ; and conditions of the transaction contemplated by the Transaction Documents, (iv) neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutesnor the Guarantors shall have any liability, material non-public information. After the Execution Date, to the extent and each Holder waives and releases any claim that any notice or communication made by such Holder might have against the Company, the Guarantor or information provided any of their respective officers, directors, shareholders, partners, representatives, agents and affiliates whether under applicable securities law or otherwise, based on the knowledge, possession or nondisclosure by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiariesthe Guarantors to each Holder of the Information. Each Holder further represents and acknowledges that is has received and reviewed (a) a copy of the prospectus, dated April 27, 2009, as amended and supplemented to date (or if resident in Canada, a copy of the Canadian offering memorandum dated April 27, 2009 which incorporates the prospectus, as amended and supplemented to date), relating to the offers by the Company shall simultaneously file such notice or other and the Guarantor to exchange certain series of securities, including the Notes, which includes and incorporates by reference material public information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if concerning the Company provides any material, non-public information to and the Investor without its prior written consent, Guarantors and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Dayb) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedfiled by the Guarantor on May 28, 2009 relating to the proposed sale by the Guarantor of substantially all of its assets pursuant to Section 363(b) of the U.S. Bankruptcy Code.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.4, and otherwise provided hereinany additional material, non-public information that is contained in the Transaction Disclosure Documents or the Prospectus, the Company represents, warrants, covenants and agrees that neither it, nor any other Person acting on its behalf has provided nor will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, material non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, required to the Investor be delivered pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file obtain consent in writing from the Purchaser or its agent or counsel to receipt of such material, non-public information prior to delivering such notice to the Purchaser; provided that, if the Purchaser shall not provide such written consent, the Company shall either (i) indicate to the Purchaser that such notice is unable to be provided or other material (ii) to the extent practicable, provide such notice without any material, non-public information with regarding the SEC pursuant to a Current Report on Form 8-K. Company or any Subsidiaries. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 within four Trading Days following the date hereof by way of the Company filing a Current Report on Form 6-K (which shall attach a copy of this Agreement and otherwise provided hereinthe exhibits and schedules thereto), the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such Purchaser’s prior written consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. Without derogating from the generality of the foregoing, if a Purchaser has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof and the Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedies remedy provided by this Agreement herein or other in the Transaction Documents, if a Purchaser shall have the Company provides any right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents and no Purchaser shall have any liability to the Investor without Company, its prior written consentSubsidiaries, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this materialany of its or their respective officers, non-public informationdirectors, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedaffiliates, stockholders, employees or agents for any such disclosure.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, no event disclose non-public information to the Investor without Buyer, advisors to or representatives of the Buyer unless prior to disclosure of such prior written consent, information the Company hereby covenants marks such information as "Non-Public Information - Confidential" and agrees that provides the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis ofBuyer, such material, non-public information, provided that the Investor shall remain subject advisors and representatives with a reasonable opportunity to applicable law. The Company represents that as of the Execution Date, except with respect accept or refuse to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, accept such non-public information regarding for review. Nothing herein shall require the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, disclose non-public information to the Investor without Buyer or its prior written consentadvisors or representatives, and the Company represents that it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, does not disseminate non-public information to any Buyers who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Buyer and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the registration statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing herein shall be construed to mean that such persons or entities other than the Buyer (without the written consent of the Buyer prior to disclosure of such information, it shall pay ) may not obtain non-public information in the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning course of conducting due diligence in accordance with the day terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the information is disclosed Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Investor and ending and including Registration Statement or necessary to make the day statements contained therein, in light of the Form 8-K disclosing this information is filedcircumstances in which they were made, not misleading.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby in full compliance with applicable securities laws; provided, however that a party may disclose Confidential Information that is required by law to be disclosed by the Transaction Documentsreceiving party, which provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Each party hereto acknowledges that the Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD under the Exchange Act. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, the Investor shall have consented the right to make a public disclosure, in writing the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided notice to the receipt of such Company that it believes it has received information and agreed with that constitutes material, non- public information, the Company shall have at least twenty-four (24) hours to keep publicly disclose such material, non- public information confidentialprior to any such disclosure by the Investor, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, shareholders or agents, for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 ‎4.6 and otherwise provided hereinexcept as permitted under Section ‎4.12, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, material non-public information to the Investor any Purchaser without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, material non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor a Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit F (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor Purchaser without such prior written the Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 5,000 per day beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K (or Form 6-K). The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction DocumentsDocuments and any additional material, non-public information that is contained in the Transaction Documents or contained in or incorporated by reference into the Prospectus, all of which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect (a) The Loan Parties acknowledge and agree that (i) the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Loan Parties hereunder (collectively, the “Borrower Materials,) may be disseminated by, or on behalf of, Agent, and made available, to the material terms Lenders by posting such Borrower Materials on an E-System; and conditions (ii) certain of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant Lenders (each a “Public Lender,) may have personnel who do not wish to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, receive material non-public informationinformation (“MNPI’) with respect to Holdings or its Affiliates, unless prior thereto or the Investor respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties authorize Agent to download copies of their logos from its website and post copies thereof on an E-System. (b) The Loan Parties hereby agree that if either they, any parent company or any Subsidiary of the Loan Parties has publicly traded equity or debt securities in the United States, they shall have consented (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing writing, and (ii) to the receipt extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Loan Parties agree that by identifying such Borrower Materials as “PUBLIC, or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or Agent (including requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Loan Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. The Loan Parties acknowledge and agree that the list of Disqualified Institutions does not constitute MNPI and may be posted to all Lenders by Agent (including any updates thereto). (c) Each of Agent and each ▇▇▇▇▇▇ acknowledges and agrees that it may receive MNPI hereunder concerning the Loan Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state securities laws and regulations). Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such information and agreed with Public Lender to at all times have selected the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying “Private Side Information, or similar designation on the foregoing covenant in effecting transactions in securities content declaration screen of the Company. To Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Requirements of Law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the extent “Public Side Information” portion of the Platform and that the Company delivers any material, may contain material non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor Holdings or its agents securities for purposes of United States Federal, provincial, territorial or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in state securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedlaws.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 4.6 and otherwise provided hereinexcept as permitted under Section 4.12, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor any Purchasers without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor a Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition Notwithstanding anything herein to any other remedies provided by this Agreement or other Transaction Documentsthe contrary, if for no additional consideration, the Company provides any has made available to the Purchasers the Artemisone Information (as defined below), which information is not material, non-public information and for which the Purchasers have no duty to the Investor without its prior written consentCompany to maintain the confidentiality of the Artemisone Information. Specifically, and it fails subject to immediately the terms of the License Agreement between Artemis and Hadasit, the Purchasers shall not be prohibited from using the Artemisone Information to advance in-house development programs including in indications exclusive of virology, parasitology and bacteriology. “Artemisone Information” means certain information and know-how related to the development of Artemisone, which information and know-how has been obtained from Hadasit and Hong Kong University, along with information and know-how developed and to be developed following the consummation of the transactions contemplated hereunder in connection with an Orphan Designation and Investigational New Drug (no later than that Business Day or by 9:00 am New York City time the next Business DayIND) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning application with the day the information FDA with respect to Artemisone. Artemisone Information includes, but is disclosed not limited to, relevant pre-clinical and clinical portfolios related to Artemisone but does not include patents, whether pending or granted, to the Investor and ending and including the day the Form 8-K disclosing this information is filedCompany.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Consulting Agreement and the Strategic Advisor Agreement, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser (other than Purchasers who are then directors or officers of the Investor Company if any) or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agents, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agents, not to trade on the basis of, of such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, and any additional material, non-public information that is contained in the Transaction Documents or contained in or incorporated by reference into the Prospectus, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, and any additional material, non-public information that is contained in the Transaction Documents or contained in the SEC Reports, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser's consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, unless the Purchaser has consented in writing to the receipt of such material non-public information, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel (in each case acting as such) with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent when acting on behalf of the Company, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent when acting on behalf of the Company, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor constitutes, or contains, any Transaction Document contains material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously contemporaneously with the delivery of such notice file such notice or other material material, non-public information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes or might constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Purchase Shares or Conversion Shares at the time of the disclosure of material, non-public information, the Investor shall have consented 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; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, the Company shall have failed to demonstrate to the Investor in writing within such time period that such information does not constitute material, non-public information, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the receipt Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such information and agreed with the Company to keep such information confidentialdisclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 4.6 and otherwise provided hereinexcept as permitted under Section 4.12, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C ("Consent") which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser's consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor any Purchasers without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser's Subscription Amount beginning with the day the information is disclosed to the Investor a Purchaser and ending and including the day the Form 8-K disclosing this information is filed. Notwithstanding the forgoing, each Purchaser shall be deemed to have consented to the delivery by the Company of any information so required to be delivered by the Company under any of the Transaction Documents, and that the provision of such information by the Company to a Purchaser shall not give rise to any damages, liquidated damages or other obligations on behalf of the Company hereunder.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide any of the Investor Investors or its agents or counsel with any information that constitutesconstitutes or might constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of any Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if such Investor is holding any Purchase Shares at the time of the disclosure of material, non-public information, such Investor shall have consented the right to make a public disclosure, in writing to the receipt form of a press release, public advertisement or otherwise, of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information without the prior approval by the Company; provided such Investor shall have first provided notice to the Investor without such prior written consentCompany that it believes it has received information that constitutes material, non-public information, the Company hereby covenants shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by such Investor, the Company shall have failed to demonstrate to such Investor in writing within such time period that such information does not constitute material, non-public information, and agrees that the Investor Company shall not have failed to publicly disclose such material, non-public information within such time period. None of the Investors shall have any duty of confidentiality liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, directorsemployees, stockholders or agents, employees or affiliates, not to trade on the basis of, for any such material, non-public information, provided that the Investor shall remain subject to applicable lawdisclosure. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that each of the Investor Investors shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B 27 Docusign Envelope ID: C036C03D-D237-4E22-98C5-546C32A7008B Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K (or Form 6-K). The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the Transaction Documentsother party. The receiving party may disclose Confidential Information to the extent such information is required to be disclosed by law, which regulation or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall promptly notify the disclosing party when such requirement to disclose arises, and shall cooperate with the disclosing party so as to enable the disclosing party to: (i) seek an appropriate protective order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information; and provided, further, that the receiving party shall disclose Confidential Information only to the extent required by the protective order or other similar order, if such an order is obtained, and, if no such order is obtained, the receiving party shall disclose only the minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable law, regulation or order. In addition, any such Confidential Information disclosed pursuant to Section 6.2 and otherwise provided hereinthis section shall continue to be deemed Confidential Information. Notwithstanding anything in this Agreement to the contrary, the Company covenants and agrees confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes or may reasonably be considered to constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf after the date of this Agreement (as determined in the reasonable good faith judgment of the Investor) in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding Purchase Shares at the time of the disclosure of such material, non-public information, the Investor shall have consented 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; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor or demonstrate to the Investor in writing why such information does not constitute material, non-public information, and (assuming the Investor and its counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the receipt Company or any of its directors, officers, employees, stockholders or agents, for any such information and agreed with the Company to keep such information confidentialdisclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except The Company shall not, and shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees, affiliates and agents not to, provide any Purchaser with respect to any material, nonpublic information regarding the material terms Company or any of its Subsidiaries from and conditions after the date hereof without the express prior written consent of such Purchaser. If a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within one (1) Trading Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the transactions contemplated foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, which a Purchaser shall be disclosed pursuant have the right to Section 6.2 and otherwise provided hereinmake a public disclosure, in the Company covenants and agrees that neither itform of a press release, nor any other Person acting on public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its behalf will provide the Investor or its agents or counsel with any information that constitutesSubsidiaries, or the Company reasonably believes constitutesany of its or their respective officers, material non-public informationdirectors, unless prior thereto the Investor employees, affiliates or agents. No Purchaser shall have consented in writing any liability to the receipt Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for any such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Companydisclosure. To the extent that the Company delivers any material, non-public nonpublic information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, agentsemployees, employees affiliates or affiliatesagent with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent not to trade on the basis of, such material, non-public nonpublic information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect as disclosed to the material terms and conditions of Purchaser prior to the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinClosing Date, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under Section 4.11 and under the Certificate of Designation), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser who is not an Affiliate with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under Section 4.11 hereof and Section 10 of the Certificate of Designation), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K unless the Purchaser covenants and agrees to maintain that material information confidential and to comply with applicable law until such Form 8-K is filed. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of the Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser (other than Purchasers that are either Affiliates of the Investor Company or Affiliates of the Placement Agent) or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser (other than Purchasers that are either Affiliates of the Investor Company or Affiliates of the Placement Agent) without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor Purchasers shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor any Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor such Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchasers shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its prior written consent, and it fails to immediately (no later than that Business Trading Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor such Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 face value of such Purchaser’s Notes beginning with the day the information is disclosed to the Investor any Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non- public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchaser without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 5,000 per day beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed. By 9:00 am New York, NY time on the Trading Day following the Closing Date, the Company shall file a Current Report on Form 8-K disclosing the purchase of the Shares.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, ; provided that the Investor shall remain subject to applicable law, including laws prohibiting transacting in securities on the basis of material, non- public information. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-non- public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K (or Form 6- K). The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, and any additional material, non-public information that is contained in the Transaction Documents or contained in or incorporated by reference into the Prospectus Supplement, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material material, non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesaffiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality, except as required by laws and regulations (including in accordance with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, in the case of which such compliance shall last until the Effectiveness Date, as defined below), to the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents, or a duty to the Company or 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, provided that the Investor such Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any SubsidiariesSubsidiary, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to the event that as contemplated above, any other remedies provided such Purchaser does receive any such material non-public information, such Purchaser acknowledges and agrees that, by this Agreement or other Transaction Documents, if virtue of becoming a shareholder of the Company provides and/or by reason of receiving or having access to such information, such Purchaser may become privy to material non-public information relating to the Company and its Subsidiaries (if any). Accordingly, each Purchaser hereby severally (and not jointly) undertakes and covenants to the Company that, with effect from the date hereof (or, where applicable, the date on which such Purchaser first receives or gains access to such information), and until the Effectiveness Date (as defined in Section 4.13), it shall: (a) comply, and procure that its directors, officers, employees, agents, and Affiliates (to the extent applicable) comply, in all respects with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy; (b) not, and shall procure that none of its directors, officers, employees, agents or Affiliates shall, directly or indirectly, deal or engage in any materialtransaction involving the purchase or sale of securities of the Company while in possession of material non-public information, or otherwise engage in any conduct in contravention of any applicable laws, rules or regulations relating to insider dealing, market abuse, or the misuse of any such material non-public information; and c) not disclose, divulge, or communicate any such material non-public information to any third party except in accordance with applicable law and the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinError! R eference source not found., the Company Buyer covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Seller or its agents or counsel with any information that constitutes, or the Company Buyer reasonably believes constitutes, material non-public information, unless prior thereto the Investor Seller shall have consented in writing to the receipt of such information and agreed in writing with the Company Buyer to keep such information confidential. The Company Buyer understands and confirms that the Investor Seller shall be relying on the foregoing covenant in effecting transactions in securities of the CompanyBuyer. To the extent that the Company delivers any material, non-public information to the Investor without such prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, Buyer or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates delivers any material, non-public information to the Seller without the Seller’s consent, the Buyer hereby covenants and agrees that the Seller shall not have any duty of confidentiality to the Buyer or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Buyer or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Seller shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company Buyer or any SubsidiariesSubsidiary, the Company Buyer shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company Buyer understands and confirms that the Investor Seller shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedBuyer.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series A COD (as those terms are defined in the Series A COD)), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series A COD (as those terms are defined in the Series A COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file material non-public information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 150 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series G COD (as those terms are defined in the Series G COD)), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series G COD (as those terms are defined in the Series G COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to (i) the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.4 and otherwise provided herein(ii) in connection with a Subsequent Financing pursuant to Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by this Letter Agreement, the Transaction DocumentsPayoff Letter and the Redemption Notice, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinthe previous paragraph, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor AEMF of AIMF or its their agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor AIMF and AEMF shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each of AIMF and AEMF shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates delivers any material, non-public information to the Investor AIMF or AEMF without such prior written party’s consent, the Company hereby covenants and agrees that the Investor such party shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor such party shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by provided pursuant to this Letter Agreement, the Company, or information provided by Payoff Letter and the Company, to the Investor Redemption Notice constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each AIMF and AEMF shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees employees, or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately promptly (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction DocumentsDocuments and any Nonpublic Information, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4 to the extent required therein, the Company covenants and agrees that from and after the date hereof while the Purchaser continues to own the Shares acquired hereunder, neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers after the date hereof any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date; provided, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documentshowever, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or this sentence shall not apply if the Company reasonably believes constitutesand a given Purchaser (or an Affiliate thereof) are subject to a separate written confidentiality agreement or other agreement pursuant to which such Purchaser is subject to confidentiality obligations, material non-public informationwhich shall remain in full force and effect in accordance with its terms. After the Execution DateExcept as may otherwise be agreed with a given Purchaser, to the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction DocumentsDocuments and except with respect to the information disclosed in Schedule 3.1(g), which by executing and delivering this Agreement the Purchasers hereby consent to receiving such information and agree to keep such information confidential and not trade in the Securities prior to such information being made public by the Company, which such information shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither itthe Company, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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 , or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Digital Asset Consulting Agreement and the Strategic Advisor Agreement, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser (other than Purchasers who are then directors or officers of the Investor Company if any) or its agents or counsel with any information that constitutes, or that the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, of such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information required to be provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with or promptly after the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The ; provided further, that any Purchaser that has entered into a confidentiality agreement with the Company represents that as of the Execution Date, except with respect shall be deemed to have consented to the material terms and conditions delivery of the transaction contemplated by the Transaction Documentsmaterial, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation and such Purchaser’s trading in the Company’s securities shall be subject to the terms of such confidentiality agreement. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit B (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. (a) In the event that any Purchaser receives material, non-public information regarding the Company or any Subsidiaries while evaluating the transactions contemplated by the Transaction Documents, including this Agreement, the Company covenants and agrees that (i) such Purchaser shall be cleansed of such material, non-public information by 8:00 am ET on the Trading Day following the Closing Date and (ii) the Company shall publicly disclose such material, non-public information within four Trading Days of the Closing Date on a Current Report on Form 8-K. (b) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinincluding this Agreement, or as expressly required by any applicable securities law, the Company covenants and agrees that neither it, nor any other Person acting on its behalf behalf, will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or regarding the Company reasonably that the Company believes constitutes, constitutes material non-public informationinformation regarding the Company or its Subsidiaries without the express written consent of such Purchaser, unless prior thereto the Investor such Purchaser shall have consented in writing to executed a written agreement regarding the receipt confidentiality and use of such information and agreed with the Company to keep such information confidentialinformation. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company or any of its officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect (a) The Loan Parties acknowledge and agree that (i) the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Loan Parties hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the material terms Lenders by posting such Borrower Materials on an E-System; and conditions (ii) certain of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant Lenders (each a “Public Lender”) may have personnel who do not wish to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, receive material non-public informationinformation (“MNPI”) with respect to Holdings or its Affiliates, unless prior thereto or the Investor respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties authorize Agent to download copies of their logos from its website and post copies thereof on an E-System. (b) The Loan Parties hereby agree that if either they, any parent company or any Subsidiary of the Loan Parties has publicly traded equity or debt securities in the United States, they shall have consented (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing writing, and (ii) to the receipt extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Loan Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and state securities laws. The Loan Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Loan Parties or Agent (including, Notices of Borrowing, and any similar requests or notices posted on or through an E-System). Before distribution of Borrower Materials, the Loan Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein. The Loan Parties acknowledge and agree that the list of Disqualified Institutions does not constitute MNPI and may be posted to all Lenders by Agent (including any updates thereto). (c) Each of Agent and each ▇▇▇▇▇▇ acknowledges and agrees that it may receive MNPI hereunder concerning the Loan Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state securities laws and regulations). Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such information and agreed with Public Lender to at all times have selected the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying “Private Side Information” or similar designation on the foregoing covenant in effecting transactions in securities content declaration screen of the Company. To Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Requirements of Law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the extent “Public Side Information” portion of the Platform and that the Company delivers any material, may contain material non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor Holdings or its agents securities for purposes of United States Federal, provincial, territorial or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in state securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedlaws.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, Documents which shall be disclosed pursuant to Section 6.2 4.4 and otherwise provided hereinsuch other information which shall be made public concurrently with the announcement of the transactions contemplated hereby (the “Agreed Disclosure Information”), the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed pursuant to a non-disclosure agreement with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide any Purchaser with the material non-public information if such Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 5,000 per day beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.. ​ ​

Non-Public Information. Except with respect to the information provided in connection with the Purchasers due diligence review and the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.6 and otherwise provided hereinthis Section 4.8, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company acknowledges and agrees that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers 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 on or before the six month anniversary of the date hereof, unless such information is no longer considered material, non public information at an earlier date. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless (i) prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential, (ii) such Purchaser or its agents or counsel solicited such information from the Company or (iii) such information is provided pursuant to a notice pursuant to Section 4.11 hereof. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To Except in the case of a notice provided pursuant to Section 4.11, to the extent that the Company delivers any unsolicited material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except . (b) Except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously notice provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Datepursuant to Section 4.11 which will not be subject to this Section 4.6(b), to the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition Each Purchaser agrees to treat any other remedies notice provided by this Agreement or other Transaction Documents, if the Company provides any material, under Section 4.11 as material non-public information to and shall hold such information in confidence and will not effect any transactions in the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the Company’s securities until such information is disclosed to the Investor and ending and including the day the Form 8publicly announced in a Regulation F-K disclosing this information is filedD compliant manner, except as otherwise specified in Section 4.11(h).

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes or might constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Purchase Shares at the time of the disclosure of material, non-public information, the Investor shall have consented 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; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor, the Company shall have failed to demonstrate to the Investor in writing within such time period that such information does not constitute material, non-public information, and the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the receipt Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such information and agreed with the Company to keep such information confidentialdisclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf behalf, including its representatives, Affiliates, officers, directors, employees or agents, including, without limitation, the Placement Agents, will provide the Investor any Purchaser or its any of Purchaser’s Affiliates, attorneys, agents or counsel representatives with any information regarding the Company that constitutes, or that the Company reasonably believes constitutes, material non-public informationinformation regarding the Company or any of its Subsidiaries, unless prior thereto the Investor such Purchaser or any of Purchaser’s Affiliates, attorneys, agents or representatives shall have previously consented in writing to the receipt of such information and agreed with the Company to keep such information confidentialconfidential until such time as such information is publicly disclosed or such time as set forth in such written agreement or otherwise received such material, non-public information in such Purchaser’s capacity as an officer or director of the Company or an Affiliate thereof. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality or trust to the Company, Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company or any of its officers, directors, agents, employees or Affiliates, not to trade on the basis of, while aware of such material, non-public informationinformation unless such material, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation was received by such Purchaser in its capacity as an officer or director of the Company or an Affiliate thereof. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees employees, or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately promptly (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 86-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 86-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit B (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.. 25 Execution Version 4.7

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction DocumentsDocuments and the Business Combination Agreement, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein5.6, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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 the Subsidiaries, AOI, any AOI Subsidiary or EDOC, or any of their respective officers, directors, agents, employees or affiliatesAffiliates delivers any material, non-public information to the Purchaser without the Purchaser’s consent, the Company hereby covenants and agrees that the Purchaser shall not have any duty of confidentiality to the Company, any of the Subsidiaries, AOI, any AOI Subsidiary or EDOC, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of the Subsidiaries, AOI, any AOI Subsidiary or EDOC, or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice delivered or communication made received by the Company, Company or information provided by the Company, any of its Subsidiaries pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company any of the Subsidiaries, AOI, any AOI Subsidiary or any SubsidiariesEDOC, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series C COD (as those terms are defined in the Series C COD)), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series C COD (as those terms are defined in the Series C COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file material non-public information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, no event disclose ---------------------- non-public information to the Investor without Purchaser, advisors to or representatives of the Purchaser unless prior to disclosure of such prior written consent, information the Company hereby covenants marks such information as "Non-Public Information - Confidential" and agrees that provides the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis ofPurchaser, such material, non-public information, provided that the Investor shall remain subject advisors and representatives with a reasonable opportunity to applicable law. The Company represents that as of the Execution Date, except with respect accept or refuse to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, accept such non-public information regarding for review. Nothing herein shall require the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, disclose non-public information to the Investor without Purchaser or its prior written consentadvisors or representatives, and the Company represents that it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, does not disseminate non-public information to any Purchasers who purchase stock in the Company in a public offering, to money managers or to securities analysts; provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Purchaser and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non- public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the registration statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing herein shall be construed to mean that such persons or entities other than the Purchaser (without the written consent of the Purchaser prior to disclosure of such information, it shall pay ) may not obtain non-public information in the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning course of conducting due diligence in accordance with the day terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the information is disclosed Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Investor and ending and including Registration Statement or necessary to make the day statements contained therein, in light of the Form 8-K disclosing this information is filedcircumstances in which they were made, not misleading.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide any of the Investor Investors or its their agents or counsel with any information that constitutesconstitutes or might constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf, as determined in the reasonable good faith judgment of any Investor, in addition to any other remedy provided herein or in the other Transaction Documents, if such Investor is holding Purchase Shares at the time of the disclosure of material, non-public information, such Investor shall have consented the right to make a public disclosure, in writing to the receipt form of a press release, public advertisement or otherwise, of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information without the prior approval by the Company; provided such Investor shall have first provided notice to the Investor without such prior written consentCompany that it believes it has received information that constitutes material, non-public information, the Company hereby covenants shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by such Investor or demonstrate to such Investor in writing why such information does not constitute material, non-public information, and agrees that (assuming such Investor and its counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Investor shall not have any duty of confidentiality liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, directorsemployees, stockholders or agents, employees or affiliates, not to trade on the basis of, for any such material, non-public information, provided that the Investor shall remain subject to applicable lawdisclosure. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that each of the Investor Investors shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except If at any time the Purchaser has not designated a director or a board observer to the Board of Directors pursuant to its rights to do so as set forth in the Certificate of Designations, then except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinincluding this Agreement, or as expressly required by any applicable securities law, the Company covenants and agrees that neither it, nor any other Person acting on its behalf including its representatives, Affiliates, officers, directors, employees or agents, will provide the Investor Purchaser or its any of the Purchaser’s Affiliates, representatives, agents or counsel with any information regarding the Company or any Subsidiary that constitutes, or that the Company reasonably believes constitutes, material non-public informationinformation without the express written (email being sufficient) consent of the Purchaser, unless prior thereto the Investor Purchaser or any of the Purchaser’s Affiliates, attorneys, agents or representatives shall have previously consented in writing to the receipt of such information and agreed with the Company to keep such information confidentialconfidential until such time as such information is publicly disclosed or such time as set forth in such written agreement. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor Purchaser without such prior written the Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality or trust to the Company, Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company or any of its officers, directors, agents, employees or Affiliates, not to trade on the basis of, while aware of such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of its Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Exchange Transactions and the transactions contemplated by the Note Purchase Agreement, which material terms and conditions shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation in connection with the transactions contemplated by the Transaction Documents, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written consentPurchaser’s consent in contravention of this Section 4.6, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect Each party hereto agrees not to disclose any Confidential Information of the material terms other party to any third party and conditions of shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated by hereby. Each party hereto acknowledges that the Transaction Documents, which Confidential Information shall be disclosed pursuant to Section 6.2 and otherwise provided herein, remain the Company covenants property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. The Company confirms that neither it, it nor any other Person acting on its behalf will shall provide the Investor or its agents or counsel with any information that constitutesconstitutes or might constitute material, or the Company reasonably believes constitutes, material non-public information, unless prior thereto a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf, as determined in the reasonable good faith judgment of the Investor, in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding Purchase Shares at the time of the disclosure of material, non-public information, the Investor shall have consented 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; provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Investor or demonstrate to the Investor in writing why such information does not constitute material, non-public information, and (assuming the Investor and its counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any liability to the receipt Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such information and agreed with the Company to keep such information confidentialdisclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenant covenants in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C ("Consent") which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser's consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchaser without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business following Trading Day) file a Form 86-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day (in cash or Shares of Common Stock, at the discretion of the Company) beginning with the third business day after being requested by the information is disclosed to the Investor Purchaser in writing and ending and including the day the Form 86-K disclosing this information is filed, except if the filing is not made by the fifth business day after being requested by the Purchaser, then such partial liquidated damages shall be $5,000 per day (in cash or Shares of Common Stock, at the discretion of the Company) beginning with the sixth business day after being requested by the Purchaser in writing and ending and including the day the Form 6-K disclosing this information is filed. By 9:00 am New York, NY time on the Trading Day following each Closing Date, the Company shall file a Current Report on Form 6-K disclosing the purchase of the Shares.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees employees, or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Effective Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Effective Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K (or Form 6-K). The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately promptly (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to this Section 6.2 and otherwise provided hereinexcept as permitted under Section 4.11, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C ("Consent") which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 86-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company knowingly provides any material, non-public information to the Investor Purchaser without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business following Trading Day) file a Form 86-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day (in cash or restricted shares of Common Stock, at the discretion of the Company) beginning with the third business day after being requested by the information is disclosed to the Investor Purchaser in writing and ending and including the day the Form 86-K disclosing this information is filed, except if the filing is not made by the fifth business day after being requested by the Purchaser, then such partial liquidated damages shall be $5,000 per day (in cash or restricted shares of Common Stock, at the discretion of the Company) beginning with the sixth business day after being requested by the Purchaser in writing and ending and including the day the Form 6-K disclosing this information is filed. By 9:00 am New York, NY time on the Trading Day following each Closing Date, the Company shall file a Current Report on Form 6-K disclosing the purchase of the Shares.

Non-Public Information. Except with respect to (i) the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 5.4, and otherwise (ii) information provided hereinto the Lead Purchaser pursuant to Section 5.7, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written consentPurchaser’s consent (other than in the case of information provided to the Lead Purchaser pursuant to Section 5.7), the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiariessubsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiariessubsidiaries (other than in the case of information provided to the Lead Purchaser pursuant to Section 5.7), the Company shall simultaneously file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series C COD (as those terms are defined in the Series C COD)), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series C COD (as those terms are defined in the Series C COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file material non-public information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. (a) Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees, counsel or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition . (b) Notwithstanding anything herein to the contrary, on or prior to the appointment of the 325 Board Designee to the Board of Directors and for so long as the 325 Board Designee (or any other remedies provided by this Agreement or other Transaction DocumentsReplacement Director (as defined below)) serves as a director on the Board of Directors, if the Company provides any materialand the 325 Board Designee will enter into an agreement with 325 Capital to share confidential information with 325 Capital and its Affiliates, non-public information to the Investor without its prior written consentofficers, directors, partners, employees, advisors, counsel and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filedagents.

Non-Public Information. Except with respect On or before 8:30 a.m., New York City time, on the first Trading Day after this Agreement has been executed, the Company shall (A) issue a press release (the “Press Release”) reasonably acceptable to the Participants disclosing all material terms of the transactions contemplated hereby and conditions (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction DocumentsDocuments in the form required by the Exchange Act and attaching the material Transaction Documents (including, which without limitation, this Agreement (and all schedules and exhibits to this Agreement) and the form of the Warrant as exhibits to such filing (including all attachments), the “8 K Filing”). From and after the issuance of the Press Release, no Participant shall be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed pursuant to Section 6.2 and otherwise provided hereinin the Press Release. In addition, effective upon the issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Participants or any of their affiliates, on the other hand, shall terminate. The Company covenants and agrees that neither it, nor any other Person person acting on its behalf will provide the Investor any Participant or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Participant shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Participant without such prior written Participant’s consent, the Company hereby covenants and agrees that the Investor such Participant shall not have any duty of confidentiality to the Company, Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, or a duty to the Company or any of its officers, directors, agents, employees or affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Participant shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to this Agreement or communication made by the Company, or information provided by the Company, to the Investor a Warrant constitutes, or contains, material, non-public information regarding the Company or any Subsidiariesof its subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Participant shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, Documents which shall be disclosed pursuant to Section 6.2 4.4 and otherwise provided hereinsuch other information which shall be made public concurrently with the announcement of the transactions contemplated hereby (the "Agreed Disclosure Information"), the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed pursuant to a non-disclosure agreement with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.4, and otherwise provided hereinexcept as disclosed on Schedule 3.1(y), the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or controlled Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, controlled Affiliates or agents, employees including, without limitation, the Placement Agent, or affiliatesa duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, pursuant to the Investor any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice or other material information with the SEC Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 4.4, and otherwise provided hereinany additional material, non-public information that is contained in the Transaction Disclosure Documents or the Prospectus, the Company represents, warrants, covenants and agrees that neither it, nor any other Person acting on its behalf has provided nor will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser 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, employees including, without limitation, the Placement Agents, or affiliatesa duty to the Company any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, material non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice or communication made by the Company, or information provided by the Company, required to the Investor be delivered pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file obtain consent in writing from the Purchaser or its agent or counsel to receipt of such material, non-public information prior to delivering such notice to the Purchaser; provided that, if the Purchaser shall not provide such written consent, the Company shall either (i) indicate to the Purchaser that such notice is unable to be provided or other material (ii) to the extent practicable, provide such notice without any material, non-public information with regarding the SEC pursuant to a Current Report on Form 8-K. Company or any Subsidiaries. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to From and after the material terms and conditions of time that the transactions contemplated by this Agreement are first publicly announced by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinCompany, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation regarding the Company or any of its subsidiaries, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed executed a written agreement with the Company to keep regarding the confidentiality and use of such information confidentialinformation. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To If the extent that the Company delivers Purchaser believes it has received any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, provided that the Investor shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiariesof its subsidiaries in breach of the immediately preceding sentence, the Purchaser shall provide the Company shall simultaneously file such with written notice or other material information with thereof in which case the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities shall, within two (2) Trading Days of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documentsreceipt of such notice, if the Company provides any either (x) make a public disclosure of all material, non-public information so provided or (y) deliver a certification to the Investor without its prior written consent, and it fails to immediately (Purchaser that confirms that no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed was provided to the Investor Purchaser. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4.5 by the Company, any of its subsidiaries, or any of its or their respective officers, directors, employees and ending and including agents (as determined in the day reasonable good faith judgment of the Form 8Purchaser), in addition to any other remedy provided herein or in the Transaction Documents, the Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-K disclosing this public information is filedwithout the prior approval by the Company, any of its subsidiaries, or any of its or their respective officers, directors, employees or agents. The Purchaser shall not have any liability to the Company, any of its subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. For avoidance of doubt, if the Purchaser was a party to an April Agreement (as defined below), neither the Company’s delivery of a Pre-Notice (as defined in the April Agreement) to the Purchaser in accordance with Section 4.13 of its April Agreement nor the Pre-Notice itself will be considered to be a disclosure of, or constitute, material, non-public information with respect to the Company.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under Section 4.11), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under Section 4.11), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public information, ; provided that the Investor shall remain subject to applicable law, including laws prohibiting transacting in securities on the basis of material, non-public information. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K (or Form 6-K). The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K (or Form 6-K) disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K (or Form 6-K) disclosing this information is filed. ARTICLE VII CONDITIONS TO DELIVERY OF PURCHASE NOTICE AND CONDITIONS TO CLOSING

Non-Public Information. Except Each Purchaser listed on Schedule 3.2(k) (each, a “Select Purchaser”) hereby acknowledges that the Company and the Placement Agents may now or hereafter possess certain non-public information concerning the Company and its affiliates and/or the Purchased Shares that may or may not be independently known to such Purchaser (the “Non-Public Information”). The Non-Public Information may be indicative of a value of the Purchased Shares that is different than the purchase price paid by such Select Purchaser to the Company for the Purchased Shares. Such Select Purchaser acknowledges, agrees, represents and warrants that it is purchasing the Purchased Shares notwithstanding that it is aware that the Non-Public Information may be possessed by the Company and the Placement Agents, and that the Company and Placement Agents shall have no liability to such Select Purchaser, and such Select Purchaser waives and releases any claims that it might have against the Company and Placement Agents, whether under applicable securities laws or otherwise, with respect to the material terms nondisclosure of the Non-Public Information in connection with the purchase of the Purchased Shares and conditions of the transactions contemplated by this Agreement, including with respect to any depreciation in the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities value of the Company. To the extent Purchased Shares that the Company delivers any material, non-public information to the Investor without such 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, agents, employees or affiliates, not to trade on the basis of, such material, non-public informationmay occur, provided that nothing herein shall impact a Select Purchaser’s right to bring claims with respect a breach by the Investor shall remain subject to applicable lawCompany of any representation or warranty set forth in Section 3.1. The Each Select Purchaser on the one hand and the Company represents on the other hand acknowledge that the other is a sophisticated purchaser or seller, as of the Execution Dateapplicable, except with respect to the material terms purchase and conditions sale of interests such as the Purchased Shares, and that neither has any obligation to the other to disclose such Non-Public Information and no fiduciary obligations to the other. Additionally, each Select Purchaser represents that it does not wish to receive from the Company any Non-Public Information and would not rely upon any such Non-Public Information. Each Select Purchaser understands that the Company and Placement Agents will rely on the accuracy and truth of the transaction foregoing representations, and such Select Purchaser hereby consents to such reliance. The Company and each Purchaser acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated by hereby other than those specifically set forth in this Article III and the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor without its prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor as partial liquidated damages and not as a penalty a sum equal to $1,000 per day beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect as disclosed to the material terms and conditions of Purchasers prior to the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided hereinClosing Date, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under Section 4.11), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser who is not an Affiliate with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under Section 4.11 and Section 10 of the Certificate of Designation), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to a Purchaser without the Investor without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. K unless the Purchaser covenants and agrees to maintain that material information confidential and to comply with applicable law until such Form 8-K is filed. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 per day for each $100,000 of the Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor and ending and including the day the Form 8-K disclosing this information is filed.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public informationinformation (including providing any Pre-Notice or Subsequent Financing Notice under the Series B COD (as those terms are defined in the Series B COD), unless prior thereto the Investor such Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series B COD (as those terms are defined in the Series B COD), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. To the extent that any notice provided pursuant to any Transaction Document or any other communications made by the Company, or information provided, to any Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, and such information was provided without such Purchaser’s prior written consent, the Company shall simultaneously file material non-public information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor a Purchaser without such prior written Purchaser’s consent, the Company hereby covenants and agrees that the Investor such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to the extent that any notice or communication made by the Company, or information provided by the Company, to the Investor constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchasers without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall shall, subject to Section 5.18, pay the Investor each Purchasers as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of each Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed; provided that no such liquidated damages shall be owed to any Purchaser not then holding Securities.

Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 6.2 and otherwise provided herein4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide the Investor Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Investor Purchaser shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. Prior to providing the Purchaser with any material non-public information, the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit C (“Consent”) which shall not include any material non-public information. The Company shall not provide the Purchaser with the material non-public information if the Purchaser does not execute and return the Consent to the Company. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Investor Purchaser without such prior written the Purchaser’s consent, the Company hereby covenants and agrees that the Investor Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliatesAffiliates, not to trade on the basis of, such material, non-public information, provided that the Investor Purchaser shall remain subject to applicable law. The Company represents that as of the Execution Date, except with respect to the material terms and conditions of the transaction contemplated by the Transaction Documents, neither it nor any other Person acting on its behalf has previously provided the Investor or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information. After the Execution Date, to To the extent that any notice provided pursuant to any Transaction Document or communication any other communications made by the Company, or information provided by the Companyprovided, to the Investor Purchaser constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Investor Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In addition to any other remedies provided by this Agreement or other Transaction Documents, if the Company provides any material, non-public information to the Investor Purchaser without its their prior written consent, and it fails to immediately (no later than that Business Day or by 9:00 am New York City time the next Business Trading Day) file a Form 8-K disclosing this material, non-public information, it shall pay the Investor Purchaser as partial liquidated damages and not as a penalty a sum equal to $1,000 500 per day for each $100,000 of the Purchaser’s Subscription Amount beginning with the day the information is disclosed to the Investor Purchaser and ending and including the day the Form 8-K disclosing this information is filed.