Common use of Disclosure; Non-Public Information Clause in Contracts

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be has been provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, be included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(c)(i), included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Disclosure Schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(c)(i), included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Disclosure Schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Datedisclosed. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 6.1(c), included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits exhibits and Disclosure Schedules schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information contained regarding the Company. No information provided to Investor in connection with the Disclosure Schedules Transaction Documents constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure disclosures provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section II.C.1, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will issue a press release and timely file a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will issue a press release and timely file a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company by the Current Reportdate of Approval, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the widely publicly disclose all material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to Agreement and the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included transactions contemplated hereby in accordance with Regulation FD no later than 8:30 am on the Current ReportTrading Day following the Effective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(c)(i), included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Disclosure Schedules hereto, (b) no information contained in unless prior thereto Investor shall have executed a written agreement regarding the Disclosure Schedules constitutes confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the stockholders of the Company or to any other Person who is the source of material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement DateCompany. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation in the Transaction Documents, and the Disclosure Schedules, Schedules to this Agreement (if any) furnished by or on behalf of the Company with respect to the representations and warranties made herein herein, are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. a. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company disclosed to Investor that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to Agreement no later than 8:30 am Eastern on the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in Trading Day following the Current ReportEffective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be has been provided to Investor Lender prior to the filing thereofEffective Date. All information that Company has provided to Investor Lender that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor Lender or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Lender will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Lender regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) on the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section 4.4, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Datedate of this Agreement. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the widely publicly disclose all material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to Agreement and the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included transactions contemplated hereby in accordance with Regulation FD no later than 8:30 am on the Current ReportTrading Day following the Effective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there . There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included timely publicly disclosed by the Company pursuant to Section 2.2(c)(i)(D), and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement Agreement, the Transaction Documents, and the Exhibits Exhibits, Appendices and Disclosure Schedules heretohereto and thereto, (b) no unless prior thereto the Company and Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company on or before the Announcement Date, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Agreement Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section II.B.2E, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information, unless Company will publicly disclose such information and (c) there prior to the Announcement Date. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided . There is no adverse material information regarding Company that has not been disclosed to Investor Lender prior to the filing thereofEffective Date. All information that Company has provided to Investor Lender that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company by the Current Reportdate of Approval, neither Company nor any other Person acting on its behalf has provided Investor Lender or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there . There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Lender will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Lender regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will issue a press release and timely file a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company by the Current Reportdate of Approval, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there . There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section II.C.1, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation limitation, this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided . There is no adverse material information regarding Company that has not been disclosed to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company by the Current Reportdate of Approval, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there . There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) within four Trading Days of the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section II.B.2, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) prior to market open on the Trading Day following the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Prospectus Supplement and Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the widely publicly disclose all material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to Agreement and the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included transactions contemplated hereby in accordance with Regulation FD no later than 8:30 am on the Current ReportTrading Day following the Effective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.misleading ..

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(b)(i)E, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Disclosure Schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for ---------------------------------- information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(c)(i), included and notwithstanding any ----------------- other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Disclosure Schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. a. To the extent Company determines that the existence, terms and conditions of this Agreement or any of the other information that Company has provided to Investor in connection herewith constitutes material, non-public information, Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for any information that will beCompany determines necessary to include in a Current Report, and only to the extent that it actually is, included in the a Current Report, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement Agreement, and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, hereby furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file disclose all material terms of this Agreement and the transactions contemplated hereby in a current report filing with the Commission on Form 8-K (“Current Report”) describing no later than 4 Trading Days following the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current ReportEffective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Subscriber or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Subscriber will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Subscriber regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will be, and only to the extent that it actually is, included in timely publicly disclosed by Company by the Current Reportdate of Approval, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (( “Current Report”Report “) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, 1. neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the widely publicly disclose all material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to Agreement and the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included transactions contemplated hereby in accordance with Regulation FD no later than 8:30 am Eastern on the Current ReportTrading Day following the Effective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by Company pursuant to Section II.C.1, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither Company nor any other Person acting on its behalf has provided Investor Purchaser or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Execution Date. Company understands and confirms that Investor Purchaser will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Purchaser regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.misleading ..

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(b)(i)E, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, (i) neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits Exhibits, Appendices and Schedules (including the Disclosure Schedules Schedules) hereto, unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information, (bii) no information contained in the Disclosure Schedules constitutes material non-public information information, and (ciii) there is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior Except with respect to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually isis timely publicly disclosed by the Company pursuant to Section 2.2(b)(i)E, included and notwithstanding any other provision in this Agreement or the Current Reportother Transaction Documents, neither the Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys counsel with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no unless prior thereto Investor shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that neither Investor nor any Affiliate of Investor shall have any duty of trust or confidence that is owed directly, indirectly, or derivatively to the Company or the shareholders of the Company or to any other Person who is the source of material non-public information regarding the Company. No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding the Company that has not been publicly disclosed prior to the Agreement Effective Date. The Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of the Company. All disclosure provided to Investor regarding the Company, its business and the transactions contemplated hereby, including without limitation the Disclosure SchedulesSchedules to this Agreement, furnished by or on behalf of the Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) within two Trading Days of the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) within two Trading Days of the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Prospectus Supplement and Disclosure Schedules, taken as a whole, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a current report on Form 8-K (“Current Report”) after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be has been provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely issue a press release and file a current report on Form 8-K (“Current Report”) by 8:30 am on the Trading Day immediately after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be each in the form provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current ReportEffective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Prospectus Supplement and Disclosure Schedules, taken as a whole, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file disclose all material terms of this Agreement and the transactions contemplated hereby in a current report filing with the Commission on Form 86-K (“Current Report”) describing no later than 2 Trading Days following the material terms and conditions of this Agreement, a copy of which will be provided to Investor prior to the filing thereof. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current ReportEffective Date. Notwithstanding any other provision, except for with respect to information that will must be, and only to the extent that it actually is, included in timely publicly disclosed by Company pursuant to the Current Reportforegoing sentence, neither Company nor any other Person acting on its behalf has provided Investor Subscriber or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no . No information contained in the Disclosure Schedules constitutes material non-public information and (c) there information. There is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor Subscriber will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor Subscriber regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Disclosure; Non-Public Information. Company will timely file a prospectus supplement and a current report on Form 8-K (“Current Report”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which will be has been provided to Investor prior to the filing thereofEffective Date. All information that Company has provided to Investor that constitutes or might constitute material, non-public information will be included in the Current Report. Notwithstanding any other provision, except for information that will be, and only to the extent that it actually is, be included in the Current Report, (a) neither Company nor any other Person acting on its behalf has provided Investor or its representatives, agents or attorneys with any information that constitutes or might constitute material, non-public information, including without limitation this Agreement and the Exhibits and Disclosure Schedules hereto, (b) no information contained in the Disclosure Schedules constitutes material non-public information and (c) there is no adverse material information regarding Company that has not been publicly disclosed prior to the Agreement Effective Date. Company understands and confirms that Investor will rely on the foregoing representations and covenants in effecting transactions in securities of Company. All disclosure provided to Investor regarding Company, its business and the transactions contemplated hereby, including without limitation the Disclosure Schedules, furnished by or on behalf of Company with respect to the representations and warranties made herein are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.