Common use of Disclosure of Transaction Clause in Contracts

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Buyer or any of its affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of the Warrants, the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth second (4th2nd) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Purchasers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Purchasers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 The Company shall no later than 9:30 a.m., New York time, on or before the fourth (4th) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate of Designations Designations, the form of the Warrant and the form of the Registration Rights Agreement) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 The Company shall no later than 9:30 a.m., New York time, on or before the fourth (4th) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate of Designations Designations, the form of Registration Rights Agreement and the form of the Registration Rights AgreementWarrant) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 9:30 a.m., New York time, on or before the fourth (4th) Business Day after the date of this AgreementPublic Company Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, the form of Controlled Account Agreement and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of Investor Note, the form of Guaranty, the form of Voting and Lockup Agreement, the form of Master Netting Agreement and the form of Certificate of Designations and the form of the Registration Rights Note Purchase Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 8:30 a.m., New York timeCity Time, on or before prior to the fourth (4th) Business Day first business day after the date of this AgreementAmendment, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Act and attaching all Securities Exchange Act, as amended (the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement“1934 Act”), and attaching this Amendment, to the form of Certificate of Designations and extent it is required to be filed under the form of the Registration Rights Agreement) 1934 Act, as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Buyers Holder by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement with respect to the transactions contemplated by this Amendment or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Holder or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of the Warrants, the form of Voting Agreement, the Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 The Company shall no later than 9:30 a.m., New York time, on or before the fourth (4th) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate of Designations Designations, the form of the Warrants and the form of the Registration Rights Agreement) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations Investor Note, the form of Security Agreement, the form of Guaranty, the form of Voting and Lockup Agreement and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers (other than the Placement Agent, the “Investor Buyers”) by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Investor Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Notes, the form of Certificate of Designations Designations, the Security Documents, the Guarantees, the Intercreditor Agreement and the form of the Registration Rights AgreementWarrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations Notes and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, the form of Guaranties, the form of Security Documents, the form of Subordination Agreement, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m.The Company shall no later than 5:00 p.m., New York time, on or before the fourth (4th) Business Day after the date of this AgreementNovember 15, the Company shall 2023, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate Notes, the form of Designations the Warrants and the form of the Registration Rights Agreement) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. [In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.terminate.]1 1 To be included for Buyers other than pharmacyte

Disclosure of Transaction. On or before 9:00 a.m.The Company shall no later than 5:30 p.m., New York time, on or before the fourth (4th) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K 8‑K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate of Designations and the form of the Registration Rights AgreementWarrant) (including all attachmentsthe attachments thereto, the “8-K 8‑K Filing”). From and after the filing of the 8-K 8‑K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K 8‑K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m.The Company shall no later than 5:00 p.m., New York time, on or before the fourth (4th) Business Day after the date of this AgreementNovember 15, the Company shall 2023, file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate Notes, the form of Designations the Warrants and the form of the Registration Rights Agreement) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. [In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.terminate.][1]

Disclosure of Transaction. On or before 9:00 No later than 9:15 a.m., New York time, on or before the fourth (4th) Business Day after the date of this AgreementAgreement (or, if this Agreement is executed after such time, no later than 9:15 a.m. the following day), the Company shall file a Current Report on Form 8-K or a Quarterly Report on Form 10-Q reasonably acceptable to the Buyers describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception shall have terminated and none of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminateBuyers will be subject to any such obligation after the 8-K Filing.

Disclosure of Transaction. On The Company shall, on or before 9:00 8:30 a.m., New York timeCity Time, on or before prior to the fourth (4th) Business Day business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the 1934 Act and attaching all the material Transaction Documents (includingform of this Agreement, without limitation, this the form of Voting Agreement (and all schedules to this Agreementas defined below), the form of New Series A Warrant and the form of Certificate of Designations and the form of the Registration Rights Agreement) New Series B Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided up to such time to the Buyers Buyer by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreementagreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations Notes and the form of the Registration Rights AgreementWarrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before prior to the fourth first (4th1st) Business Day after the date of this AgreementClosing Date, the Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations Notes, and the form of the Registration Rights AgreementWarrants) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations Notes and the form of the Registration Rights AgreementWarrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 The Company shall no later than 9:30 a.m., New York time, on or before the fourth (4th) Business Day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, to the extent material), and the form of Certificate of Designations and the form of the Registration Rights AgreementWarrant) (including all attachmentsthe attachments thereto, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 9:15 a.m., New York time, on or before Monday, October 12, 2020, issue a press release (the fourth (4th“Press Release”) Business Day after reasonably acceptable to the date Buyers disclosing all the material terms of this Agreementthe transactions contemplated by the Transaction Documents. After the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form and within the time period required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing issuance of the 8-K FilingPress Release, the Company and each Guarantor acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, the form of Guaranties, the form of Security Documents, the form of the Voting Agreement and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before prior to the fourth first (4th1st) Business Day after the date of this Agreementinitial Closing Date, the Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations Notes, and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 86-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On The Company shall, on or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company Purchaser shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all this Agreement and the material forms of the other Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company Purchaser shall have disclosed all material, non-public information (if any) provided to the Buyers Seller by the Company Purchaser or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company Purchaser acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the CompanyPurchaser, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Buyer Seller or any of its affiliates, on the other hand, with relating to the exception of transactions contemplated by the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosuresDocuments, shall terminate.

Disclosure of Transaction. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the The Company shall file a Current Report on Form 8-K prior to 5:30 p.m. (Eastern time) this Agreement is fully executed by the Company and Purchasers prior to 4:00 p.m. (Eastern time), or file a Current Report on Form 8-K before 10:00 p.m. (Eastern time) if this Agreement is fully executed by the Company and Purchasers after 4:00 p.m. (Eastern time), describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules Schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, or any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:00 a.m., New York time, on or before the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants, the form of Guaranties, the form of Lock-Up Agreements, the form of Security Documents and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth [first (4th1st) Business Day after the the]1 date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and the form of the Registration Rights AgreementNotes) (including all attachments, the “86-K Filing”). From and after the earlier of (x) filing of the 8Prospectus Supplement and (y) filing of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the earlier of (x) filing of the 8Prospectus Supplement and (y) filing of the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate of Designations and Notes, the form of the Registration Rights Guarantees, the form of Security Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.

Disclosure of Transaction. On or before 9:00 9:30 a.m., New York time, on or before the fourth first (4th1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Certificate Notes, the form of Designations the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyer Buyers or any of its their affiliates, on the other hand, with the exception of the Agreement and Plan of Merger dated December 11, 2023, as amended, Transaction Agreements (defined therein) and related disclosures, shall terminate.