Common use of Disclosure of Transaction Clause in Contracts

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three (3) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing but in no event later than one hour twenty-four hours after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of DesignationEscrow Agreement, the form of Warrant and the Press Release) as soon as practicable following the such Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission SEC a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of each series of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of a Closing but in no event later than one hour after the such Closing; provided, however, that if the a Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the such Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Escrow Agreement, the Certificate of Designation, the form of Warrant Series A-2 Consent Agreement, and the Press Release) as soon as practicable following the a Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common The New York Stock is traded) Exchange shall be open for tradingbusiness.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the each form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the Lock-Up Agreement, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the Lock-Up Agreement, each form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of the Initial Closing but in no event later than one hour after the Initial Closing; provided, however, that if the Initial Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Initial Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form of each series of Warrant and the Press Release) as soon as practicable following the Initial Closing Date but in no event more than three two (32) Trading Days following the Initial Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the each form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date date of execution of this Agreement but in no event more than three (3) four Trading Days following the Closing Datedate of execution of this Agreement, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.“

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Initial Closing but in no event later than one hour after the Closing; provided, however, that if the such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the each Closing Date. The In addition, the Company shall also undertakes to file with the Commission a Current Report on Form 8-K not later than the first business day after the Initial Closing Date (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form each series of Warrant and the Press Release) and as soon as practicable following the each subsequent Closing Date but in no event more than three two (32) Trading Days following the each subsequent Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date date of execution of this Agreement but in no event more than three two (32) Trading Days following the Closing Datedate of execution of this Agreement, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the Nasdaq SmallCap Market or the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the Closing date of execution of this Agreement but in no event later than one hour after the Closingexecution of this Agreement; provided, however, that if the Closing execution of this Agreement occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Datesuch date of execution. The Company shall also file with the Commission SEC a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby and by the Consent Amendment Agreement (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant Note and the Press Release) as soon as practicable following the Closing Date but in no event more than three (3) one Trading Days Day following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour twenty-four hours after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights AgreementCertificate of Designation of the Preferred Stock as attached hereto as Exhibit B, the Certificate of Designation, the form Form of Warrant as attached hereto as Exhibit C and the Press ReleaseEscrow Agreement) as soon as practicable following the such Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board AMEX (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of each Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by counsel to the Purchasersplacement agent. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the Closing date of execution of this Agreement but in no event later than one hour after the Closingexecution of this Agreement; provided, however, that if the Closing execution of this Agreement occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Datesuch date of execution. The Company shall also file with the Commission SEC a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby and by the Consent Agreement (and attaching as exhibits thereto this Agreement, the Registration Rights form of Note, the Security Agreement, the Certificate of Designation, the form of Warrant Consent Agreement and the Press Release) as soon as practicable following the First Closing Date but in no event more than three (3) one Trading Days Day following the First Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of a Closing but in no event later than one hour after the such Closing; provided, however, that if the a Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the such Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Warrant, the Escrow Agreement, the Registration Rights Agreement, the form of Note Amendment, the Certificate of Designation, the form of Warrant Series C Consent & Exchange Agreement, the Note Exchange Agreement, the Amendment to Warrants, and the Press Release) as soon as practicable following the a Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common The New York Stock is traded) Exchange shall be open for tradingbusiness.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date date of execution of this Agreement but in no event more than three two (32) Trading Days following the Closing Datedate of execution of this Agreement, which Press Release and Form 8-K shall be subject to prior review and comment by counsel to the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the each Closing but in no event later than one hour four hours after the applicable Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading DayDay (as defined below), the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant and the Press Release) as soon as practicable following the each Closing Date but in no event more than three two (32) Trading Days following the applicable Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of a Closing but in no event later than one hour after the such Closing; provided, however, that if the a Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the such Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Warrant, the Escrow Agreement, the Joinder to Registration Rights Agreement, the Certificate of Designation, the form of Warrant Series A Consent & Exchange Agreement, the Note Exchange Agreement and the Press Release) , as soon as practicable following the a Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common The New York Stock is traded) Exchange shall be open for tradingbusiness.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Initial Closing but in no event later than one hour after the Closing; provided, however, that if the such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The In addition, once the Company begins filing reports with the Commission, the Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form each series of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common The New York Stock is traded) Exchange shall be open for tradingbusiness.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the Closing date of execution of this Agreement but in no event later than one hour after the Closingexecution of this Agreement; provided, however, that if the Closing execution of this Agreement occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Datesuch date of execution. The Company shall also file with the Commission SEC a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreementform of Note, the Certificate of Designation, the form of Warrant Security Agreement and the Press Release) as soon as practicable following the First Closing Date but in no event more than three (3) one Trading Days Day following the First Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press ReleasePRESS RELEASE") as soon as practicable after the Closing; PROVIDED, HOWEVER, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form FORM 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date date of execution of this Agreement but in no event more than three two (32) Trading Days following the Closing Datedate of execution of this Agreement, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, Agreement and the form of Warrant and the Press ReleaseWarrant) as soon as practicable following the Closing Date date of execution of this Agreement but in no event more than three two (32) Trading Days following the Closing Datedate of execution of this Agreement, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after the Closing; provided, however, that if Closing occurs after 4:00 P.M. Eastern Time on any Trading Day but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of DesignationLock-Up Agreement (as defined in Section 3.17 hereof), the form of Warrant Note and the Press Releaseform of each series of Warrant) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the Closing date of execution of this Agreement but in no event later than one hour after the Closingexecution of this Agreement; provided, however, that if the Closing execution of this Agreement occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Datesuch date of execution. The Company shall also file with the Commission SEC a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby and by the Consent Amendment Agreement (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant Note and the Press Release) as soon as practicable following the First Closing Date but in no event more than three (3) one Trading Days Day following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing all the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of each Closing but in no event later than one hour after the such Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreementform of Note, the Certificate of DesignationGuaranty, the form of Warrant Mortgages, the Security Agreement and the Press Release) as soon as practicable following the each Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the PurchasersLenders. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the each Closing but in no event later than one hour after the applicable Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of each series of Warrant and the Press Release) as soon as practicable following the each Closing Date but in no event more than three two (32) Trading Days following the applicable Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by counsel to the placement agent on behalf of the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing all the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of each Closing but in no event later than one hour after the such Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreementform of Note, the Certificate of DesignationGuaranty, the form of Warrant Mortgages, the Security Agreement and the Press Release) as soon as practicable following the each Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the PurchasersLenders. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of each Closing but in no event later than one hour after the such Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate Pledge and Security Agreement, each form of DesignationWarrant, the form Deed of Warrant Hypothec and the Press Release) as soon as practicable following the such Closing Date but in no event more than three two (32) Trading Days following the such Closing Date, which Press Release and Form 8-K shall be subject to prior review and reasonable comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after the Closing but in no event later than one hour after the Closing; provided, however, that if the Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, the Registration Rights Agreement, the Certificate of Designation, the form of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "Press Release") as soon as practicable after on the day of the Initial Closing but in no event later than one hour after the Closing; provided, however, that if the such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The In addition, once the Company begins filing reports with the Commission, the Company shall also file with the Commission a Current Report on Form 8-K (the "Form 8-K") describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form each series of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "Trading Day" means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.

Disclosure of Transaction. The Company shall issue a press release describing the material terms of the transactions contemplated hereby (the "“Press Release"”) as soon as practicable after on the day of the Closing but in no event later than one hour after the Closing; provided, however, that if the such Closing occurs after 4:00 P.M. Eastern Time on any Trading Day, the Company shall issue the Press Release no later than 9:00 A.M. Eastern Time on the first Trading Day following the Closing Date. The Company shall also file with the Commission a Current Report on Form 8-K (the "“Form 8-K"”) describing the material terms of the transactions contemplated hereby (and attaching as exhibits thereto this Agreement, each form of Note, the Registration Rights Agreement, the Certificate of DesignationSecurity Agreement, the form each series of Warrant and the Press Release) as soon as practicable following the Closing Date but in no event more than three two (32) Trading Days following the Closing Date, which Press Release and Form 8-K shall be subject to prior review and comment by the Purchasers. "“Trading Day" ” means any day during which the OTC Bulletin Board (or other principal exchange on which the Common Stock is traded) traded shall be open for trading.