Common use of Disclosure of Transaction Clause in Contracts

Disclosure of Transaction. On or before 9:30 a.m., New York time, on January 26, 2022, Vinco shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereof. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect.

Disclosure of Transaction. The Company may, on or before 9:30 a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Investors disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on January 26the date of this Agreement, 2022, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 Amendment Agreement, the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers Investors by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Investors or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 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 9:30 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022, Vinco 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 and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants and the form of the Registration Rights AgreementWarrants) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “86-K Filing”). From and after the filing of the 8-K FilingPress Release, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K FilingPress Release, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 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 9:30 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants and the form of the Registration Rights AgreementWarrants) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K FilingPress Release, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. On The Company shall, on or before 9:30 9:00 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and the Royalty PSA. On or before 9:00 a.m., Vinco New York time, on the first (1st) 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 and the transactions contemplated by Section 7(xv) hereof, in each case, Royalty PSA 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 the Warrants Warrants, the Intercreditor Agreement and the form of the Registration Rights AgreementSecurity Documents) and also attaching the material documents in connection with SPA Amendment and the transactions contemplated by Section 7(xv) hereof Royalty PSA (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofRoyalty PSA. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 a.m., New York time, on March 14, 2023, 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 9:30 a.m., New York time, on January 26March 14, 20222023, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 NotesVoting Agreements, the form of Registration Rights Agreement, the Warrants form of Guaranty, the form of Security Agreement and the form of the Registration Rights AgreementNotes) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, that is then in effect shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 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 9:30 a.m., New York time, on January 26the date of this Agreement, 2022, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 Voting Agreement, the Warrants form of Security Documents the form of Registration Rights Agreement and the form of the Registration Rights AgreementGuaranty) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. On or before 9:30 a.m., New York time, on January 26, 2022, Vinco The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 NotesNote, the form of the Warrants and the form of the Registration Rights Agreement) Agreement and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries shall have disclosed all material, non-public information (if any) provided to any of the Buyers Buyer by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereof. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Buyer or any of their affiliates, on the other hand, shall terminate and be of no further force or effect.

Disclosure of Transaction. The SPAC shall, on or before 5:30 p.m., New York time on June 13, 2022, 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 9:30 a.m.5:30 p.m., New York time, on January 26June 13, 2022, Vinco the SPAC shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (without schedules and all schedules without exhibits other than exhibits which are separately filed as exhibits to this Agreementthe Form 8-K), the form of Notes, the form of the Warrants Warrants, the form of Guaranties, the form of U.S. Security Agreement, the form of Israel Security Agreement, the form of Leak-Out Agreement and the form of the Registration Rights Agreement) as well as the Merger Agreement and the material documents related agreements described in connection with the transactions contemplated by Section 7(xv) hereof Merger Agreement (including all attachmentsdocuments filed as exhibits, the “8-K Filing”). From and after Upon the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries SPAC shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the CompanySPAC, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco SPAC and its Subsidiaries the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the SPAC, the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. On The Company shall, on or before 9:30 9:00 a.m., New York time, on January 26the date of this Agreement, 2022issue 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., Vinco New York time, on 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 and the transactions contemplated by Section 7(xv) hereof, in each case, 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 NotesPreferred Shares, the form of the Warrants Preferred Warrants, the form of the Common Warrants, the form of Certificates of Designations and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. On The Company shall, on or before 9:30 9:00 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022issue 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., Vinco New York time, on first (1st) 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 and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants Warrants, and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 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 9:30 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022, Vinco 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 and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “86-K Filing”). From and after the filing of the 86-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 86-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company shall, on or before 9:30 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 9:30 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022, Vinco 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 and the transactions contemplated by Section 7(xv) hereof, in each case, 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 the Warrants and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “86-K Filing”). From and after the filing of the 8-K FilingPress Release, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K FilingPress Release, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. On or before 9:30 a.m., New York time, on January 26the first (1st) Business Day after the date of this Agreement, 2022, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 Warrants form of NewSub Security Agreement, the form of Company Security Agreement, the form of Guaranty, the form of Voting and Lockup Agreement and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries 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, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Investor Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.

Disclosure of Transaction. The Company may, on or before 9:30 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 9:30 a.m., New York time, on January 26the date of this Agreement, 2022, Vinco the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the transactions contemplated by Section 7(xv) hereof, in each case, 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 Amendment Agreement, the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) and the material documents in connection with the transactions contemplated by Section 7(xv) hereof (including all attachments, the “8-K Filing”). From and after the filing of the 8-K Filing, the Company, Vinco and its Subsidiaries Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company, Vinco 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 and the transactions contemplated by Section 7(xv) hereofDocuments. In addition, effective upon the filing of the 8-K Filing, each of the Company, Vinco and its Subsidiaries Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, Vinco, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effectterminate.