Common use of Disclosure of Transactions and Other Material Information Clause in Contracts

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, 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 (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) delivered 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 with respect to the transactions contemplated under the Transaction Documents, 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 Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer 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 Statement of Designations) (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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under by the Transaction DocumentsDocuments 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 Buyers or any of their affiliates, on the other hand, shall terminate. In The Company shall not, and the event of a breach of any of the foregoing covenants by the Company, any Company shall cause each of its Subsidiaries, or any Subsidiaries and each of its or and their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor provide any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its SubsidiariesSubsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer's sole discretion).

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City Time, on the first Business Day following the Closing Date, the Company shall, within the time required under the 1934 Act, 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 Exchange Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From The Company acknowledges, agrees and represents that from and after the filing date of the 8-K Filing, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Purchaser with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminatedate of the 8-K Filing without the express written consent of such Purchaser. In the event of a breach of any of the foregoing covenants covenant by the Company, and provided that the Company shall have failed (following proper written request therefor) to make an appropriate public disclosure consistent with the requirements of Regulation FD under the Exchange Act, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer Purchaser shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement Agreement, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide the one handInvestor with any material, and any of nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueInvestor, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide the one handInvestor with any material, and any of nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueInvestor, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, shall file a Current Report current report on Form 8-K on or before 8:30 a.m., New York City time, on September [ ]1, 2020, describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement, all in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, form of this Agreement (and all schedules and exhibits thereto not otherwise attached), as exhibits to such filing (including all attachments, the “8-"8 K Filing”"). From and after As of immediately following the filing of the 8-K FilingFiling with the Commission, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing or in prior filings with the transactions contemplated by the Transaction DocumentsCommission. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers Holder or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In The Company understands and confirms that the event of a breach of any Holder will rely on the foregoing in effecting transactions in securities of the foregoing covenants by the Company. The Company shall not, any and shall cause its Subsidiaries and its and each of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in agents, not to, provide the reasonable good faith judgment of such Buyer), in addition to Holder with any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided Subsidiaries from and after the Buyer shall have first provided date hereof without the express prior written notice to consent of the Company Holder. To the extent that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Holder without such Buyer’s the Holder's prior written consent, the Company hereby covenants and agrees that such Buyer the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City Time, not later than the time required under second (2nd) Business Day following the 1934 Actdate hereof, file a Current Report on Form 8-K describing disclosing all the material terms of the transactions contemplated by the Transaction Documents in hereby attaching the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, of this Amendment Agreement as an exhibit to such filing (including all attachmentsattachments thereto, including without limitation the form of the Senior Note), the “8-K Filing”). From and after the filing of the 8-K Filing, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees employees, agents or agents Affiliates, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and any of the Buyers Holder or any of their affiliatesits Affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In the event of a breach of any of the foregoing covenants by the CompanyThe Company shall not, any and shall cause each of its Subsidiaries, or any subsidiaries and each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders agents and Affiliates, not to, provide the Holder with any material, nonpublic information regarding the Company or agents, for any such disclosureof its subsidiaries from and after the date hereof without the express prior written consent of the Holder. To the extent that the Company delivers any material, non-public information to a Buyer the Holder without such Buyerthe Holder’s express prior written consent, the Company hereby covenants and agrees that such Buyer the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, Affiliates or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, employees, Affiliates or agents not to trade on the basis of, such material, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder and its Affiliates will rely on the foregoing representations in effecting transactions in securities of the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the . The Company shall be entitlednot disclose the name of the Holder in any filing, without the prior approval of any Buyerannouncement, to make any press release or other public otherwise, unless such disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesregulation.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, shall file a Current Report current report on Form 8-K describing all (the material terms of the transactions contemplated by the Transaction Documents “8-K Filing”) on or before 8:30 a.m., New York City time, on May 13, 2022, in the form required by the 1934 Act and attaching all Act, relating to the material Transaction Documents transactions contemplated by this Agreement (including, without limitation, this Agreement (including all attachmentsschedules and exhibits to such agreement, the “8-K Filing”)if any) as an exhibit to such filing. From and after the filing of the 8-K FilingFiling with the SEC, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, subsidiaries or any of their respective officers, directors, Affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and any of the Buyers Holder or any of their affiliatesits Affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide the event of a breach of Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the foregoing covenants by date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries, subsidiaries or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, Affiliates employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Holder without such Buyerthe Holder’s express prior written consent, the Company hereby covenants and agrees that such Buyer the Holder’s shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder will rely on the foregoing representations in effecting transactions in securities of the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York time, on the first Business Day following the date of this Amendment, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Amendment in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement form of Amendment as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Holder shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide the one handInvestor with any material, and any of nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of any such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, form of this Agreement as an exhibit to such filing (including all attachments, schedules and exhibits thereto, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers Investor or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the The Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public informationnot, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of cause its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or affiliates and agents, for not to, provide the Investor with any such disclosurematerial, nonpublic information regarding the Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to a Buyer the Investor without such Buyerthe Investor’s express prior written consent, the Company hereby covenants and agrees that such Buyer the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the The Company shall be entitlednot disclose the name of the Investor in any filing, without the prior approval of any Buyerannouncement, to make any press release or other public otherwise, unless such disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law or regulation. The Company understands and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication confirms that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade Investor will rely on the basis of, any material, non-public information regarding foregoing representations in effecting transactions in securities of the Company or any of its SubsidiariesCompany.

Disclosure of Transactions and Other Material Information. The Company shall, shall within four (4) Business Days after the time required under Closing Date (A) issue a press release (the 1934 Act, “Press Release”) reasonably acceptable to the Investors disclosing all material terms of the transactions contemplated hereby and (B) 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 Securities Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Reverse Acquisition Agreement and the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing, Press Release the Company shall have disclosed all materialnot, non-public information (if any) delivered to any of the Buyers by the Company or any and shall cause each of its Subsidiaries, or any Subsidiaries and each of their respective officers, directors, employees or agents in connection and agents, not to, provide any Investor with the transactions contemplated by the Transaction Documents. In additionany material, effective upon the filing of the 8-K Filing, nonpublic information regarding the Company acknowledges and agrees that or any and all confidentiality of its Subsidiaries without the express written consent of such Investor. If an Investor has, or similar obligations under believes it has, received any agreement with respect to such material, nonpublic information regarding the transactions contemplated under the Transaction Documents, whether written Company or oral, between any of its Subsidiaries from the Company, any of its Subsidiaries or any of their the respective officers, directors, affiliates, employees or agents, on other than as requested in writing by such Investor, it shall provide the one handCompany with written notice thereof. The Company shall, and any within five (5) Trading Days of the Buyers or any receipt of their affiliatessuch notice, on the other handmake public disclosure of such material, shall terminatenonpublic information. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents Company does not make such disclosure within Five (as determined in the reasonable good faith judgment of such Buyer)5) Trading Days, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer Investor shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Investor shall issue any press releases release or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith other the date of such filing and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release Press Release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Investor, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law rule of regulation.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been executed (the "8-K Deadline"), the Company shall, within shall issue a press release reasonably acceptable to the time required under the 1934 Act, Buyers and 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 and exhibits to this Agreement), the form of Notes, the form of the Warrant, the form of Lock-Up Agreement, the Registration Rights Agreement, the form of Voting Agreement and, if applicable, the Deposit Agreements (to the extent such Deposit Agreements are duly executed and delivered by all parties thereto on or prior to the 8-K Deadline) as exhibits to such filing (including all attachments), the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the second Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 Certificate of Designations, the form of Warrant and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company shall have disclosed all material, non-public any material nonpublic information (if any) delivered 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 agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the transactions contemplated by the Transaction Documents. In addition, effective upon Company or any of its Subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express written or oral, between the Company, any consent 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 terminatesuch Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries shall disclose the name of any Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under date of this Agreement, (i) issue a press release (the 1934 Act, “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (ii) 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 Warrants) (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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 11:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 Agreement, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (such filing, including all such attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of the Buyers by received from 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing; provided, however, that the mere possession of such information by a director of the Company who is affiliated with a Buyer shall not be required to be disclosed in the 8-K Filing; and provided further that Buyer may have, or may be deemed to have, material, non-public information received from the Company or its officers, directors, employees or agents as a result of Buyer having one or more agents serving as a director on the one handBoard of Directors of the Company. The Company shall not, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, employees and agents (agents, not to, provide any Buyer, solely in Buyer’s capacity as determined in the reasonable good faith judgment a purchaser of such Buyer)Securities hereunder, in addition to with any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided Subsidiaries from and after the Buyer shall have first provided written notice to filing of the Company that it believes it has received information that constitutes material, non8-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree K Filing with the Company’s determination) SEC without the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any express written consent of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, 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 Warrants) (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) delivered 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 with respect to the transactions contemplated under the Transaction Documents, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing or as required by applicable law and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 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 in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement and the forms of all exhibits to this Agreement) (including all attachmentsattachments and content required by the applicable disclosure regulations, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the Execution Date without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the Staff of the SEC. Notwithstanding the foregoing, in no event will the Company have an obligation to disclose any information which a Buyer receives from a member of the Company’s Board of Directors that is an affiliate of such Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first Trading Day after the 1934 Actdate of this Agreement, 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 the Warrants (including all attachments, the “8-K Filing”). Each Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges shall cause the Subsidiary and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any each of its Subsidiaries or any of and their respective officers, directors, affiliatesemployees and agents not to, employees provide any Buyer with any material, non-public information regarding the Company or agents, the Subsidiary from and after the 8-K Filing without the express prior written consent of such Buyer. The Company understands and confirms that each Buyer shall be relying on the one handforegoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by such Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Buyers or Company, if such Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of their affiliates, on the other hand, shall terminateCompany while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueapplicable Buyer, the Company expressly acknowledges shall not (and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any cause each of its SubsidiariesSubsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City Time, on the time required under first Business Day after the 1934 Actdate of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on the third Business Day following 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 required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminatefiling of the Press Release without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shallSeller shall cause the Company, within on or before 9:00 a.m., New York City time, on the time required under first Trading Day after the 1934 Actdate of this Agreement, (A) to issue a press release (the "Press Release") reasonably acceptable to the Purchasers disclosing all material terms of the transactions contemplated hereby and (B) to file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement, the Transaction Documents Escrow Agreement and the Registration Rights Agreement in the form required by the 1934 Securities Exchange Act of 1934, as amended (the "Exchange Act"), and attaching all the material Transaction Documents (including, without limitation, this Agreement as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the filing issuance of the 8-K FilingPress Release, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information received from the Seller or any person or entity acting on its behalf (if any) delivered to including the Company, any of the Buyers by the Company its subsidiaries or any of its Subsidiariesrespective officers, directors, employees or any agents) that is not disclosed in the Press Release. The Seller shall not, and shall cause the Company and each of the Company's subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Purchasers with any material, nonpublic information regarding the Company or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon any of its subsidiaries from and after the filing of the 8-K FilingPress Release without the express written consent of such Purchasers. If a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company acknowledges and agrees that or any and all confidentiality or similar obligations under any agreement with respect to of its subsidiaries from the transactions contemplated under the Transaction DocumentsSeller, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their the respective officers, directors, affiliates, employees or agents, on other than as requested in writing by such Purchaser, it may provide Seller and the one hand, and any of the Buyers or any of their affiliates, on the other hand, Company with written notice thereof. The Seller shall terminate. In the event of a breach of any of the foregoing covenants by cause the Company, any within five (5) Trading Days of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment receipt of such Buyer)notice, in addition to any other remedy provided herein or in cause the Transaction Documents, such Buyer shall have the right Company to make a public disclosure, in the form of a press release, public advertisement or otherwise, disclosure of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public nonpublic information. Subject to the foregoing, neither the Seller, the Company, its Subsidiaries subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the Seller shall be consulted by cause the Company to consult with each Purchaser in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Purchaser, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its Subsidiariessubsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 Agreement, the form of the Notes, and the form of Security Documents as exhibits to such filing (including all attachments, the “8-K "8‑K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any of Buyer with any material, nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before the first Business Day following the Closing Date, the Company shall, within the time required under the 1934 Act, 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement and the Warrant Amendment) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, no Investor shall be in possession of any material nonpublic information received from the Company shall have disclosed all materialCompany, non-public information (if any) delivered to any of the Buyers by the Company its subsidiaries or any of its Subsidiariesrespective officers, directors, employees or any agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Investor with any material nonpublic information regarding the Company or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon any of its subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express written or oral, between the Company, any consent 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 terminatesuch Investor. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or herein, in the Transaction Documents, such Buyer an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to that the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to does not publicly disclose such material, non-public information prior within 24 hours of such Investor (i) notifying the Company of the breach of the immediately preceding sentence and (ii) first providing the Company with such Investor's proposed form of disclosure. Such Investor agrees to make any reasonable changes (determined in such Investor's sole discretion) to such disclosure requested by the Buyer or demonstrate to the Buyer in writing why Company within 24 hours of such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) Investor first providing the Company shall have failed to publicly disclose with such material, non-public information within such time periodInvestor's proposed form of disclosure. No Buyer Investor shall have any liability to the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 5:30 p.m., New York City Time, on the fourth business day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 as an exhibit to such filing (including all attachmentsexhibits, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Holder shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, 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 Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by received from the Company, any of its Subsidiaries, or any of its respective officers, directors, employees, or agents, that is not disclosed in the 8-K Filing or covered by a non-disclosure agreement. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, and agents (as determined in agents, not to, provide the reasonable good faith judgment of such Buyer), in addition to Holder with any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided Subsidiaries from and after the Buyer shall have first provided written notice to filing of the Company that it believes it has received information that constitutes material, non8-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree K Filing with the Company’s determination) SEC without the Company shall have failed to publicly disclose such material, non-public information within such time periodexpress written consent of the Holder. No Buyer shall have any liability to In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, or agents. No Holder shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders, or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueHolder, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of the Holder in any filing, announcement, release, or otherwise, unless such disclosure is required by law, regulation, or The NASDAQ Global Select Market.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement Agreement, the form of the Amended and Restated Notes, the form of the Additional Notes, the form of the Replacement Warrants, the form of the Additional Warrants and the form of the Amended and Restated Registration Rights Agreement) (including all attachments, the “"8-K Filing”FILING"). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide the one handInvestor with any material, and any of nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary prior written consent of the Investor, and without implication that except as contemplated by the contrary would otherwise be trueprior subsection (i) or as required by applicable law or regulation, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before the Disclosure Time (as defined below), the Company shall, within after receiving approval by the time required under the 1934 ActLead Investor, issue a press release and 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 and exhibits to this Agreement), the form of Certificate of Designations, the form of Warrant and the form of Lock-Up Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). From and after As of immediately following the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing or in prior filings with the transactions contemplated by the Transaction DocumentsSEC. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminateterminate and be of no further force or effect. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of any such material, nonpublic information provided in breach of the preceding sentence. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company Company, its Subsidiaries or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public nonpublic information to a Buyer without such Buyer’s prior written consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public nonpublic information. Subject to the foregoing, neither the CompanyCompany nor any of, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior express written consent of each Buyer; provided, however, that the Company shall be entitled, without the such prior approval of any each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and press release contemplated by this Section 4(j) and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 8:30 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 8:31 a.m. (New York City time) on the second Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 8:30 a.m. (New York City time) on any Trading Day, no later than 8:31 a.m. (New York City time) on the Trading Day immediately following date hereof, unless otherwise instructed as to an earlier time by the Agent.

Disclosure of Transactions and Other Material Information. The On or before 9:00 a.m., New York time, on the first Business Day following the date of this Amendment, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Amendment in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement form of Amendment as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Holder shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection the 8-K Filing. The Company shall not, and shall cause each of its officers, directors, employees and agents, not to provide the Holders with any material, nonpublic information regarding the transactions contemplated by the Transaction Documents. In addition, effective upon Company from and after the filing of the 8-K FilingFiling with the SEC without the express written consent of the Required Holders. If a Holder has, the Company acknowledges and agrees that or believes it has, received any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documentssuch material, whether written or oral, between nonpublic information regarding the Company, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of any of its Subsidiaries or any of their respective officerssuch material, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminatenonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Holder shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:00 a.m., New York time, on the time required under date of this Agreement, (x) issue a press release (the 1934 Act, “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) 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 Warrants) (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) regarding the Company or any of its Subsidiaries delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the agents so long as such Buyer shall have first provided written notice to provides the Company that it believes it has received information that constitutes material, non-public information, with the Company shall have content of such disclosure at least 48 24 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time periodbeing made. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases (other than the Press Release) or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing and any filings made with the Principal Market in connection with the listing of the Common Shares and Warrant Shares), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and immediately following the issuance of the Press Release no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 the material Transaction Documents (including, without limitation, this Agreement and all schedules thereto, the Indenture (including the form of the Securities and the Guarantees), the Security Documents, the Letter of Credit and the form of the Registration Rights Agreement, the Other Purchase Agreements and any other documents or agreements executed in connection with the transactions contemplated hereunder) as exhibits to such filing (including all attachments, the “8-K Filing”), but not including the names of the Purchasers or the individual amount of Securities purchased thereby. From and after the filing of the 8-K FilingFiling with the Commission, the Company shall have disclosed all materialPurchaser, non-public information (if any) delivered to any as a consequence of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents participating in connection with the transactions contemplated by the Transaction Documents. In additionthis Agreement or pursuant to due diligence in connection therewith, effective upon the filing shall not be in possession of the 8-K Filingany material, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand8-K Filing unless the Purchaser has executed a non-disclosure agreement relating to such information. The Company shall not, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To not to, provide the extent that the Company delivers Purchaser with any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from and after the filing of the 8-K Filing with the Commission without the consent of the Purchaser. If the Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their officers, directors, employees or agents prior to the Closing Date, it shall provide the Company with written notice thereof and the Company shall within two (2) Trading Days thereafter, make public disclosure of such material, nonpublic information if permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the Company; provided, that if the Company shall fail to make such public disclosure within such two (2) Trading Day period, the Purchaser shall be entitled to make public disclosure of such information to the extent permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the Company. Without the prior written consent of the Purchaser, unless required by applicable law, none of the Company, its Subsidiaries or their respective affiliates shall disclose the name of the Purchaser in any filing, announcement, release or other public or non-confidential communication.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before [_______] a.m., New York time, on the time required under date of this Agreement, issue a press release (the 1934 Act“Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before [_______] a.m., 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 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 the Security Documents, the form of Guaranties, the form of the Notes, the form of the Warrants 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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueapplicable Buyer, the Company expressly acknowledges shall not (and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any cause each of its SubsidiariesSubsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer on Form 8-K 8­K 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 Statement of Designations) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K 8­K Filing, the Company shall have disclosed all material, non-public non­public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 8­K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under by the Transaction DocumentsDocuments 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 Buyers or any of their affiliates, on the other hand, shall terminate. In The Company shall not, and the event of a breach of any of the foregoing covenants by the Company, any Company shall cause each of its Subsidiaries, or any Subsidiaries and each of its or and their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)not to, in addition to provide any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public non­public information regarding the Company or any of its SubsidiariesSubsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer's sole discretion).

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement (the “8-K Filing Time”), the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by hereby (including, without limitation, the Transaction Documents transactions referenced in Section 7(r) and (s) above) in the form required by the Securities and Exchange Act of 1934, as amended (the “1934 Act Act”), and attaching all the material Transaction Documents transaction documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the Amended Security Documents, the Termination Agreement and the form of the Exchanged CAP Notes, Exchanged CAP Warrants and Exchanged Bridge Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its subsidiaries or any of its Subsidiariesrespective officers, directors, employees or any agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investors with any material, nonpublic information regarding the Company or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon any of its subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express 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 consent of the Buyers or any of their affiliates, on the other hand, shall terminateInvestors. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investors shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investors shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investors shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investors, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained Without the prior written consent of the Investor and other than as required by applicable law, including the 1934 Act and the 8-K Filing, neither the Company, its subsidiaries or anyone acting on their behalf shall disclose the name of the Investor in this Agreement to the contrary and without implication that the contrary would otherwise be trueany filing, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, amendment or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesotherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, 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 (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingSelf Filing Effective Date, the Company shall have disclosed all not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information (if any) delivered to any of the Buyers by regarding the Company or any of its Subsidiaries, or any without the express prior written consent of their respective officerssuch Buyer. From and after the Self Filing Effective Date, 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 with respect to the transactions contemplated under the Transaction Documents, 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 Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 5(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (including, without limitation, any applicable law or regulation of the United Kingdom) (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise, except as may be required by applicable law and regulations (including, without limitation, any applicable law or regulation of the United Kingdom). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City Time, on the third Trading Day following the Closing Date, the Company shall, within the time required under the 1934 Act, 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the form of Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company Subsidiary or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection the 8-K Filing. The Company shall not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any Buyer with any material nonpublic information regarding the transactions contemplated by the Transaction Documents. In addition, effective upon Company or any Subsidiary from and after the filing of the 8-K FilingFiling with the SEC (x) without the express written consent of such Buyer and (y) unless such Buyer shall have executed a customary and reasonable written agreement regarding the confidentiality of such information; provided, however, that an attempt by the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement to comply with respect the provisions of Section 4(l) hereof shall not be deemed to the transactions contemplated under the Transaction Documents, 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 Buyers or any of their affiliates, on the other hand, shall terminateviolate this Section 4(i). In the event of a breach of any of the foregoing covenants covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within two Business Days the Buyer may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that disclosure unless such Buyer shall not have any duty of confidentiality acts with respect to, gross negligence or a duty not to trade on the basis of, such material, non-public informationwillful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the Company, in the case of such a press release or public statement by any Buyer, or the Buyers, in the case of such a press release or public statement by the Company, such consent not to be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing (1) and contemporaneously therewith or (2) in connection with the Company's periodic reports filed with the Commission and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, shall file a Current Report current report on Form 8-K describing all (the material terms of “8-K Filing”) on or before 8:30 a.m., New York City time, on the transactions contemplated by the Transaction Documents first Business Day after this Agreement has been duly executed and delivered, in the form required by the 1934 Act Act, relating to the transactions contemplated by this Agreement and attaching all the material Transaction Documents a form of this Agreement (including, without limitation, this Agreement (including all attachmentsschedules and exhibits to such agreement, the “8-K Filing”)if any) as an exhibit to such filing. From and after the filing of the 8-K FilingFiling with the SEC, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, subsidiaries or any of their respective officers, directors, Affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries subsidiaries or any of their respective officers, directors, affiliatesAffiliates, employees or agents, on the one hand, and any of the Buyers Holder or any of their affiliatesits Affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, Affiliates, employees and agents, not to, provide the event of a breach of Holder with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the foregoing covenants by date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries, subsidiaries or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, Affiliates employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Holder without such Buyerthe Holder’s express prior written consent, the Company hereby covenants and agrees that such Buyer the Holder’s shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents with respect to, or a duty to the Company, any of its subsidiaries or any of their respective officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder will rely on the foregoing representations in effecting transactions in securities of the Company. The definition of “Disclosure Restitution Amount” in the January SPA is hereby amended, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements solely with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any BuyerHolder, to make include any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its SubsidiariesJune Warrant Shares.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate of this Agreement, 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 the Security Documents, the form of Guaranties, the form of the Notes, the form of the Warrants 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 Filing, the Company shall have disclosed all material, non-public information (if any) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the 8-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The By the close of business on the fourth (4th) Business Day after the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 the forms of all exhibits to this Agreement) (including all attachmentsattachments and content required by the applicable disclosure regulations, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the Execution Date without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) trading days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the consent of Cavalry; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided further that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the staff of the SEC. Notwithstanding the foregoing, in no event will the Company have an obligation to disclose any information which a Buyer receives from a member of the Company’s Board of Directors that is an affiliate of such Buyer.

Disclosure of Transactions and Other Material Information. The Company shallOn or before the fourth Business Day following the date of this Agreement, within the time required under the 1934 Act, Partnership shall issue a press release and file a Current Report on Form 8-K (provided that such press release shall be issued and such Form 8-K shall be filed at the same time), in each case, reasonably acceptable to the Purchasers, 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 the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement) and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). From In addition, the Partnership hereby covenants and after the filing of agrees that it shall include in the 8-K FilingFiling any information that constitutes, the Company shall have disclosed all or could reasonably be expected to constitute, material, non-public nonpublic information (if any) delivered to any of regarding the Buyers by the Company Partnership or any of its SubsidiariesSubsidiaries received by any of the Purchasers from the Partnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents in connection agents. Accordingly, immediately after the filing of the 8-K Filing with the transactions contemplated by Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Transaction DocumentsPartnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company Partnership acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the CompanyPartnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Purchasers or any of their affiliatesAffiliates, on the other hand, shall terminateterminate and shall be of no further force or effect. In the event of a breach of any The Partnership understands and confirms that each of the Purchasers will rely on the foregoing covenants by in effecting transactions in securities of the CompanyPartnership. The Partnership shall not, any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, affiliates, employees and agents (as determined in agents, not to, provide any Purchaser with any material, nonpublic information regarding the reasonable good faith judgment Partnership or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer)Purchaser. If a Purchaser has, in addition to or believes it has, received any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by Partnership or any of its Subsidiaries from the CompanyPurchaser, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, affiliates, employees or agents; provided , it may provide the Buyer shall have first provided Partnership with written notice thereof. The Partnership shall, to the Company that extent it believes it has received such information that constitutes is material, non-public nonpublic information, the Company shall have at least 48 hours to publicly disclose within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public nonpublic information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company Partnership delivers any material, non-public information to a Buyer Purchaser without such BuyerPurchaser’s consent, the Company Partnership hereby covenants and agrees that such Buyer Purchaser shall not have any duty of confidentiality to the Partnership, any of its Subsidiaries, or any of their respective, officers, directors, Affiliates, employees or agents with respect to, or a duty to the Partnership, any of its Subsidiaries, or any of their respective, officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the CompanyPartnership, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Partnership shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company Partnership in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement To the extent the Partnership is required to deliver a notice containing material, nonpublic information relating to the contrary and without implication that Partnership or its Subsidiaries (a “MNPI Notice”) to a Purchaser pursuant to any of the contrary would otherwise be trueTransaction Documents, the Company expressly acknowledges and agrees that no Buyer has hadPartnership shall request from such Purchaser whether it wishes to receive such MNPI Notice without identifying such material, nonpublic information, and no Buyer the Partnership shall only proceed to (and will only be required to) deliver such MNPI Notice to such Purchaser if such Purchaser consents in writing to receive such MNPI Notice. If a Purchaser does not consent in writing to receive a MNPI Notice, such Purchaser will be deemed to have waived its right to receive such MNPI Notice and the Partnership shall have (unless expressly agreed the ability to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer exercise its rights with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding matters for which such MNPI Notice is required as provided in the Company or any of its SubsidiariesTransaction Documents.

Disclosure of Transactions and Other Material Information. The On or before 9:30 a.m., New York time, on the fourth (4th) Business Day after the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 the forms of all exhibits to this Agreement) (including all attachmentsattachments and content required by the applicable disclosure regulations, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the Execution Date without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, except as the Company has been advised by its counsel as may be required by law including the Rules of the SEC or in response to written comments of the Staff of the SEC. Notwithstanding the foregoing, in no event will the Company have an obligation to disclose any information which a Buyer receives from a member of the Company’s Board of Directors that is an affiliate of such Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, within not later than the time required under fourth Business Day after the 1934 Actdate of this Agreement, file with the SEC a Current Report on Form 8-K describing all disclosing the material terms execution of this Agreement by the Company and the each 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 Buyers (including all attachmentsany required exhibits thereto, the “8-K FilingCurrent Report”). The Company shall provide each Buyer and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report with the SEC and shall give due consideration to all such comments. From and after the filing of the 8-K FilingCurrent Report with the SEC, the Company shall have publicly disclosed all material, non-public information (if any) delivered to any of the Buyers (or the Buyers’ representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees employees, agents or agents representatives (if any) in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each 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. In the event of a breach of any of the foregoing covenants by the Company, any each of its Subsidiaries, or any of its or and their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor provide any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion); it being understood that the mere notification of such Buyer required pursuant to Section 3.1.7 or Section 3.1.8 of the Registration Rights Agreement shall not in and of itself be deemed to be material, non-public information. Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose in the Current Report any information communicated to the Buyers by or, to the knowledge of the Company, on behalf of the Company in connection with the transactions contemplated herein, which, following the date hereof would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiaries. The Company understands and confirms that the Buyers will rely on the foregoing representations in effecting resales of Conversion Shares and Warrant Shares under the Registration Statement.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 8:30 a.m., New York time, on the second (2nd) Business Day 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), the form of the Notes and the form of Warrants) (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 nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon and the filing Company shall cause each of the 8-K Filing, the Company acknowledges Subsidiaries and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any each of its Subsidiaries or any of and their respective officers, directors, affiliatesemployees and agents not to, employees provide any Buyer with any material, nonpublic information regarding the Company or agents, on the one hand, and any of the Buyers Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(m)(viii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of their affiliatesits Subsidiaries in breach of the immediately preceding sentence, on such Buyer shall provide the other handCompany with written notice thereof in which case the Company shall, shall terminatewithin one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material nonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without disclosure of such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that that, in the case of clause (i) ), each Buyer shall be consulted by the Company in connection with have received a draft of any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, the Company expressly acknowledges shall not (and agrees that no shall cause each of the Subsidiaries and affiliates to not) disclose the name of such Buyer has hadin any filing (other than the 8-K Filing), and no Buyer shall have (unless expressly agreed announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer after consultation with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its SubsidiariesBuyer.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the second business day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 Debentures, the form of Warrant and the Registration Rights Agreement) (including all attachments, the “"8-K FILING"). Any material non-public information provided by the Company to any Buyer in connection with this transaction shall be included by the Company within the aforementioned 8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company represents and acknowledges that that no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents in connection not to, provide any Buyer with any material, nonpublic information regarding the transactions contemplated by the Transaction Documents. In addition, effective upon Company or any of its Subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express written or oral, between the Company, any consent 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 terminatesuch Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall not be obligated to, notify the Company of such breach and the material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, the Company shall either (a) deliver a notice to such Buyer shall have certifying such material, non-public information has already been publicly disclosed by the right to Company or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, the Company expressly acknowledges and agrees that no shall not disclose the name of any Buyer has hador its affiliates in any filing, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto))announcement, any duty of confidentiality with respect to, release or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesotherwise.

Disclosure of Transactions and Other Material Information. The (i) On or before 8:30 a.m., New York City time, on the fourth Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 the Notes, the form of Warrant, the form of the Registration Rights Agreement, the form of Voting Agreement and the form of Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after October 31, 2006, except as permitted by Section 4(j)(ii) below and, in such case, from and after the filing Disclosur e Date (as defined below), no Buyer shall be in possession of the 8-K Filing, the Company shall have disclosed all any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing or other public filings by the Company with the SEC prior to October 31, 2006. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer. If a Buyer has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpubl ic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval app roval of any Buyer, to make any press release or other public disclosure with respect to such transactions (ix) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiy) as is required by applicable law and regulations (provided that in the case of clause (iz) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained the foregoing, (I) in the event that Prentice is deemed a director by deputization by virtue of the rights set forth in Section 4(t), the restrictions set forth in this Agreement Section 4(j) shall not apply to the contrary provision of information in the ordinary course to such director and without implication that the contrary would otherwise be true, the Company expressly acknowledges rights of Prentice and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed its affiliates to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind disclose any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, material non-public information regarding received by such director as set forth in this Section 4(j)(i) shall not apply and (II) in the event any Buyer receives material non-public information it solicited from any employee, officer or director of the Company or any of its SubsidiariesSubsidia xxxx the rights of such Buyer and its affiliates to disclose any material non-public information received by such director as set forth in this Section 4(j)(i) shall not apply.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on January 9, 2016, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Waiver in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, form of this Agreement Waiver as an exhibit to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, agents on the one hand, and any of the Buyers Holder or any of their affiliates, its affiliates on the other hand, has terminated and is of no further force or effect. The Company shall terminate. In not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Holder with any material, nonpublic information regarding the event of a breach of Company or any of its Subsidiaries from and after the foregoing covenants by date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer any Holder without such Buyerthe Holder’s consent, the Company hereby covenants and agrees that such Buyer the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder will rely on the foregoing representations in effecting transactions in securities of the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-8 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 the Warrants, the form of Guaranties, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, customers, suppliers, auditors or agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its it Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, the Company shallshall cause PubCo to file a press release (the “Press Release”) describing the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., within New York Time, on the time required under second Business Day following the 1934 ActClosing Date, the Company shall cause PubCo to 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 Certificate of Designation, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, PubCo, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one handPress Release. The Company shall not, and shall cause PubCo and each of their Subsidiaries and their and each of their respective officers, directors, employees and agents, not to, provide any of Buyer with any material, nonpublic information regarding the Buyers Company, PubCo or any of their affiliates, on Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of PubCo, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries PubCo, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company that PubCo shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the holders of 66-2/3% of the outstanding shares of Series A Preferred Stock shall be consulted by the Company PubCo in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Notwithstanding anything contained the foregoing, neither PubCo nor the Company shall publicly disclose the name of any Buyer, or include the name of any Buyer in this Agreement to any filing with the contrary SEC or any regulatory agency or the National Association of Securities Dealers, Inc.’s OTC Bulletin Board (the “Principal Market”) or the stock exchange or automated quotation system upon which PubCo’s shares of Common Stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without implication that the contrary would otherwise be trueprior written consent of such Buyer, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Principal Market regulations, the Company expressly acknowledges and agrees that no Buyer has hadregulations of the stock exchange or automatic quotation system upon which PubCo’s shares of Common Stock are then traded or any order of any court or other governmental agency, and no Buyer in which case PubCo shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and provide such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty prior notice of confidentiality with respect to, or a duty not such disclosure and the opportunity to trade review and comment on the basis of, any material, non-public information regarding the Company or any of its Subsidiariessuch disclosure.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, 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 Warrant and the Registration Rights Agreement) (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company shall have disclosed all material, non-public any material nonpublic information (if any) delivered 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 agents. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the transactions contemplated by the Transaction Documents. In addition, effective upon Company or any of its Subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express written or oral, between the Company, any consent 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 terminatesuch Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, the Company expressly acknowledges and agrees that no shall not disclose the name of any Buyer has hadin any filing, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto))announcement, any duty of confidentiality with respect to, release or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesotherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within by 8:30 p.m. Eastern time on the earlier of July 1, 2005 or the Effective Date (the "Required Disclosure Date"), issue a press release and by 12:00 p.m. Eastern time required under on the 1934 Actsame day, file issue a Current Report on Form 8-K describing all K, each reasonably acceptable to a majority in interest of the Investors disclosing (i) any material nonpublic information provided to any Investor, and (ii) the material terms of the transactions contemplated by hereby, and, with respect to the Current Report, shall attach the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (including all attachments, the “8-K Filing”)thereto as exhibits. From and after the filing of the 8-K Filing, the The Company shall have disclosed all materialnot, non-public information (if any) delivered to any of the Buyers by the Company or any and shall cause each Subsidiary and each of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection and agents, not to, provide any Investor with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, any material nonpublic information regarding the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries or any Subsidiary from and after the Closing Date without the express written consent 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 terminatesuch Investor. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within two business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . In such event, such Investor shall have first provided written notice provide a copy of such public disclosure to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information or prior to any the dissemination of such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time periodpublic. No Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without disclosure unless such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality Investor acts with respect to, negligence or a duty not to trade on the basis of, such material, non-public informationwillful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby naming the other party without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the a Current Report on Form 8-K Filing and contemporaneously therewith in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Notwithstanding anything contained In addition to any other rights or claims an Investor may have, if the Company fails to make the public disclosure required by the first sentence of this Section, then (i) the Company shall (a) pay each Investor an aggregate amount equal to (1) five percent (5%) of the total purchase price paid by the Investor for the Securities hereunder for each thirty (30) day period (or portion thereof) elapsing from the Required Disclosure Date until Company makes the required disclosure in accordance with this Agreement to Section 4.11 (the contrary and without implication "Disclosure Date"), plus (2) (b) in the event that the contrary would otherwise VWAP on the first Trading Day after the Disclosure Date is less than the VWAP on the Required Disclosure Date, the amount of such difference multiplied by the number of Securities and (ii) without any further action required, the Exercise Price of the Series A Warrants shall be trueautomatically reduced to equal $1.50 per share and the Expiration Date of the Series A Warrants shall be extended one day for each day elapsing from the Required Disclosure Date until the Disclosure Date. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States beginning on the fifth day following the Required Disclosure Date and on the fifth day of each successive month thereafter. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company expressly acknowledges and agrees will pay interest thereon at a rate 9% per annum (or such lesser maximum amount that no Buyer has hadis permitted to be paid by applicable law) to the Investor, and no Buyer shall have (unless expressly agreed to by a particular Buyer after accruing daily from the date hereof such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesfull.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City time, on the time required under first Business Day (as defined below) after the 1934 Actdate of this Agreement, file issue a press release and Current Report on Form 8-K describing disclosing all the material terms of the transactions contemplated by the Transaction Documents in hereby and attaching the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, of this Agreement and the form of New Exchanged Convertible Note as an exhibit thereto (including collectively with all attachmentsexhibits attached thereto, the “8-K Filing”). From and after the filing issuance of the 8-K Filing, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the transactions contemplated Company from and after the filing of the 8-K Filing without the express written consent of the Investor. To the extent that the Company delivers any material, non-public information to the Investor without the Investor's express prior written consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by the Transaction Documentslaw or regulation. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers Investor or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In The Company understands and confirms that the event of a breach of any Investor will rely on the foregoing representations in effecting transactions in securities of the foregoing covenants by the Company. As used herein “Business Day” means any day other than a Saturday, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release Sunday or other public disclosure with respect to such transactions (i) day on which commercial banks in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is New York, New York are authorized or required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesremain closed.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the time required under date of this Agreement, (x) issue a press release (the 1934 Act, “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) 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 Warrants) (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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, shall file a Current Report current report on Form 8-K describing all on or before 8:30 a.m., New York City time, on the material terms of first Business Day after both this Agreement and the transactions contemplated by the Transaction Documents Other Agreements have been duly executed and delivered, in the form required by the 1934 Act Act, relating to the transactions contemplated by this Agreement and the Other Agreements and attaching all the material Transaction Documents a form of this Agreement (including, without limitation, this Agreement (including all attachmentsschedules and exhibits to such agreement, if any, the “8-K Filing”)) as an exhibit to such filing. From and after the filing of the 8-K FilingFiling with the SEC, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers Holder or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force of effect. In The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the event of a breach of Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the foregoing covenants by date hereof without the express prior written consent of the Holder. To the extent that the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Holder without such Buyerthe Holder’s express prior written consent, the Company hereby covenants and agrees that such Buyer the Holder’s shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to The Company understands and confirms that the foregoing, neither Holder will rely on the foregoing representations in effecting transactions in securities of the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 8:30 a.m., New York time, on the second (2nd) Business Day 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), the form of the Security Documents, the form of Guaranties, the form of the Notes, the form of the Warrants 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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueapplicable Buyer, the Company expressly acknowledges shall not (and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any cause each of its SubsidiariesSubsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first business day after the date this Agreement has been executed, the Company shall, within shall issue a press release (or press releases) reasonably acceptable to the time required under the 1934 Act, Purchasers and file a one or more Current Report Reports on Form 8-K including with respect to the Information and describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents transaction documents (including, without limitation, this Agreement, the form of Warrant, the Placement Agency Agreement and the Registration Rights Agreement as exhibits to such filing (including all attachmentscollectively, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers Purchasers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the CompanyThe Company shall not, any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to not to, provide any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such Purchaser with any material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided Subsidiaries from and after the Buyer shall have first provided written notice to filing of the Company that it believes it has received information that constitutes material, non8-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree K Filing with the Company’s determination) SEC without the Company shall have failed to publicly disclose express prior written consent of such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosurePurchaser. To the extent that the Company delivers any material, non-public information to a Buyer Purchaser without such BuyerPurchaser’s consentconsent Purchaser (or, if such consent is conditioned upon the release of such material, nonpublic information at a specific date, after such specific date), the Company hereby covenants and agrees that such Buyer Purchaser shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the 8-K Filing, the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement or as otherwise required by law, without implication that the contrary would otherwise be trueprior written consent of any applicable Purchaser, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City time, on the time required under first Business Day after the 1934 Actdate of this Agreement, (A) issue a press release (the "PRESS RELEASE") reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and (B) 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the filing issuance of the 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Press Release. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, affiliatesemployees and agents, employees not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Press Release without the express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of the respective officers, directors, or agents, on other than as requested in writing by such Buyer, it may provide the one handCompany with written notice thereof. The Company shall, and any within five (5) Trading Days of the Buyers or any receipt of their affiliatessuch notice, on the other handmake public disclosure of such material, shall terminatenonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first Trading Day after the 1934 Actdate of this Agreement, 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 forms of the Warrants and the forms of the Notes (including all attachments, the “8-K Filing”). The Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing thereof. From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers Buyer by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges shall cause the Subsidiary and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any each of its Subsidiaries or any of and their respective officers, directors, affiliatesemployees and agents not to, employees provide the Buyer with any material, non-public information regarding the Company or agents, the Subsidiary from and after the 8-K Filing without the express prior written consent of the Buyer. The Company understands and confirms that the Buyer shall be relying on the one handforegoing covenant and agreement in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly agreed in writing by the Buyer: (i) the Buyer does not have any obligation of confidentiality with respect to any information that the Company provides to the Buyer; and (ii) the Buyer shall not be deemed to be in breach of any duty to the Company and/or to have misappropriated any non-public information of the Buyers or Company, if the Buyer engages in transactions of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative transactions based on securities of their affiliates, on the other hand, shall terminateCompany while in possession of such material non-public information. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such the Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiariesthe Subsidiary, or any of its or their respective officers, directors, employees or agents; provided the . The Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueapplicable Buyer, the Company expressly acknowledges shall not (and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any cause each of its SubsidiariesSubsidiaries and affiliates to not) disclose the name of the Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 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 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 Warrants and the form of Certificate of Designations) (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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including, without limitation, Section Error! Reference source not found. of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosuredisclosure (after giving prior written notice to the Company), in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shallOn or before 8:30 a.m., New York City time, within two Business Days following the time required under date of this Agreement, the 1934 Act, Company shall issue a press release and 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 reasonably acceptable to the Purchasers, which shall attach the material Transaction Documents (including, without limitation, this Agreement and all schedules thereto, the form of the Subscribed Securities, the form of the Guarantee and Pledge Agreement, the form of the Registration Rights Agreement and any other documents or agreements to be executed in connection with the transactions contemplated hereunder) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the Commission, the Company shall have disclosed all materialPurchasers, non-public information (if any) delivered to any as a consequence of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents participating in connection with the transactions contemplated by the Transaction Documents. In additionthis Agreement or pursuant to due diligence in connection therewith, effective upon the filing shall not be in possession of the 8-K Filingany material, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand8-K Filing unless the Purchasers have executed a non-disclosure agreement relating to such information. The Company shall not, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To not to, provide the extent that the Company delivers Purchasers with any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from and after the filing of the 8-K Filing with the Commission without the consent of the Purchasers. If either Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their officers, directors, employees or agents prior to the Closing Date, it shall provide the Company with written notice thereof and the Company shall within two Trading Days thereafter, make public disclosure of such material, nonpublic information if permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the Company; provided, that if the Company shall fail to make such public disclosure within such two Trading Day period, the Purchaser shall be entitled to make public disclosure of such information to the extent permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the Company. Without the prior written consent of the Purchasers, unless required by applicable law, none of the Company, its Subsidiaries or their respective affiliates shall disclose the name of the Purchasers in any filing, announcement, release or other public or non-confidential communication.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first Trading Day following the 1934 Actdate hereof, issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Company disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first Trading Day following the date hereof, 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 Warrants) (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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations regulations. Unless required by applicable law, without the prior written consent of the applicable Buyer, the Company shall not (provided that and shall cause each of its Subsidiaries and Affiliates to not) disclose the name of such Buyer in any filing (other than in the case of clause (i) each Buyer shall be consulted by Transaction Documents filed as exhibits to the Company in connection with any such press 8-K Filing), announcement, release or other public disclosure prior to its release)otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shallOn or before the Disclosure Time (as defined below), within the time required under the 1934 Act, PublicCo shall file a Current Report on Form 8-K or Form S-4 describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act or 1933 Act, as applicable, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Warrant, the Registration Rights Agreement, the Securities Escrow Agreement, the Form of Lock-Up Agreement as exhibits to such filing (including all attachments), the “"8-K Filing”"). From and after the filing of the 8-K Filing, the Company no Buyer shall have disclosed all be in possession of any material, non-public information (if any) delivered to received from PrivateCo, PublicCo, any of the Buyers by the Company or any of its Subsidiaries, their respective Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company each of PrivateCo and PublicCo acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the CompanyPrivateCo, PublicCo, any of its their respective 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 terminateterminate and be of no further force or effect. Each of PrivateCo and PublicCo shall not, and shall cause each of their respective Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, non-public information regarding PrivateCo, PublicCo or any of their respective Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenant by the CompanyPrivateCo, PublicCo, any of its their respective Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents agents, PublicCo shall within one (as determined in the reasonable good faith judgment 1) Trading Day of receipt of such Buyer)notice, make public disclosure of such material non-public information. If PublicCo fails to timely make such filing, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the CompanyPrivateCo, any of its PublicCo, their respective Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the CompanyPrivateCo, any of its PublicCo, their respective Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents, agents for any such disclosure. To the extent that the Company PrivateCo or PublicCo delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company each of PrivateCo and PublicCo hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to PrivateCo, PublicCo, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to PrivateCo, PublicCo, any of their respective Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Companynone of PrivateCo, its PublicCo, their respective Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company that each of PrivateCo and PublicCo shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) each Buyer the Lead Investor shall be consulted by the Company PrivateCo or PublicCo in connection with any such press release 8-K Filing or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Form S-4, the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement or as otherwise required by applicable law or regulation, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, the Company expressly acknowledges and agrees that no Buyer has hadnone of PrivateCo, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company PublicCo or any of its their respective Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. Upon receipt or delivery by PublicCo of any notice in accordance with the terms of this Agreement or any other Transaction Document, unless PublicCo has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo shall contemporaneously with any such receipt or delivery publicly disclose such material, nonpublic information on a Current Report on Form 8-K or otherwise. In the event that PublicCo believes that a notice contains material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries, PublicCo so shall indicate to the Buyers contemporaneously with delivery of such notice, and in the absence of any such indication, the Buyers shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to PublicCo or the PublicCo Subsidiaries. As used herein, "Disclosure Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date thereof, unless otherwise instructed in writing as to an earlier time by the Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date thereof, unless otherwise instructed in writing as to an earlier time by the Lead Investor.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first (1st) Business Day after the date hereof, the Company shall, within shall issue a press release reasonably acceptable to the time required under the 1934 Act, Investor and 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 Documents, in each case, to the extent not publicly disclosed prior to the date hereof (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Waiver, the form of the Note and the Security Documents as exhibits to such filing (including all attachments), the “8-K "8‑K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries, if any, and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on it may provide the one handCompany with written notice thereof. The Company shall, and any within two (2) Trading Days of the Buyers or any receipt of their affiliatessuch notice, on the other handmake public disclosure of such material, shall terminatenonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer the Investor without such Buyer’s its consent, the Company hereby covenants and agrees that such Buyer the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueInvestor, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of Investor in any filing, announcement, release or otherwise. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in the securities of the Company.

Disclosure of Transactions and Other Material Information. The At or prior to 8:00 a.m. (New York City time) on the fourth (4th) Business Day following the Closing Date, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form one or more Forms 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in and the form required by the 1934 Act HRP Transaction and attaching all the material Transaction Documents (including, without limitation, including as exhibits to such Form 8-K this Agreement (including all attachmentsthe schedules hereto, other than Schedule 3.q), the Certificate of Designations, the Registration Rights Agreement, the form of Warrant and the HRP Transaction Documents (such Form or Forms 8-K, collectively, the “Announcing Form 8-K FilingK”). From and after the filing Unless required by applicable law or a rule of the 8-K FilingPrincipal Market, the Company shall have disclosed all materialnot make any public announcement regarding the transactions contemplated hereby, non-the other Transaction Documents, the Certificate of Designations or the HRP Transaction Documents prior to the Closing Date. The Company represents and warrants that, upon the first public disclosure by the Company of its earnings results for the quarter ended September 30, 2016, which first public disclosure shall in no event occur later than November 14, 2016, no Buyer shall be in possession of any material nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its the Subsidiaries, any of their respective Affiliates or any of their respective officers, directors, employees employees, attorneys, representatives or agents in connection with agents. Subject to Section 4.k hereof and the transactions contemplated by rights that any Board Designees may have due to such Board Designee’s service on the Transaction Documents. In addition, effective upon the filing of the 8-K FilingCompany Board, the Company acknowledges shall not, and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and its and each 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. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in to not, provide any Buyer with any material nonpublic information regarding the reasonable good faith judgment Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC without the express prior written consent of such Buyer). The Company hereby acknowledges and agrees that, in addition except for the Board Designees, no Buyer (nor any of such Buyer’s Affiliates) shall have any duty of trust or confidence with respect to any other remedy material nonpublic information provided herein by, or in the Transaction Documentson behalf of, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided , in violation of the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public informationforegoing covenant. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (iib) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof), and, provided further, that with the consent of each Buyer that is affiliated with DAFNA Capital Management, LLC, the Company may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not disclose the name of any Buyer or any of such Buyer’s Affiliates. Notwithstanding anything contained in this Agreement to the contrary and without implication herein, in the event that the contrary would otherwise be true, the Company expressly acknowledges and agrees believes that no a notice or communication to any Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any contains material, non-public nonpublic information regarding relating to the Company or any of the Subsidiaries, the Company shall so indicate to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents or the Certificate of Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information. For the avoidance of doubt, the Company’s providing to any Board Designee (due to such Board Designee’s service on the Company Board) of information that may constitute material, nonpublic information relating to the Company or the Subsidiaries, and any such Board Designee’s providing of such information to its SubsidiariesAffiliates, including any Buyer that is an Affiliate of such Board Designee, shall not be deemed to be a breach of this Section 4.i.

Disclosure of Transactions and Other Material Information. The On the date of this Agreement or no later than 9:30 a.m., New York City local time, on the business day following the date of execution of this Agreement, the Company shallshall (i) issue a press release and/or file a Current Report on Form 8-K, within in each case, reasonably acceptable to the time required under Buyers, describing the 1934 Act, terms of the transactions contemplated by the Transaction Documents and (ii) file a Current Report on Form 8-K describing all reasonably acceptable to the material terms Buyer attaching this Agreement and the form of Registration Rights Agreement as exhibits to such filing (which shall not include schedules or exhibits not customarily filed with the SEC). As of the transactions contemplated by time of the Transaction Documents in the form required by the 1934 Act issuance of such press release and attaching all the material Transaction Documents (including, without limitation, this Agreement (including all attachments, the “Form 8-K Filing”). From and after the filing K, no Buyer shall be in possession of the 8-K Filing, the Company shall have disclosed all any material, non-public information (if any) delivered to received from the Company, any of the Buyers by the Company or any of its Subsidiaries, Subsidiary 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 issuance of the such press release and Form 8-K FilingK, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement entered into in connection with respect to the transactions contemplated under the Transaction Documentshereby, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesagents, employees or agents, Affiliates on the one hand, and any of the Buyers or any of their affiliates, Affiliates on the other hand, shall terminate. In furtherance of the event foregoing, the Company shall provide the Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of a breach all documents to be publicly disclosed or filed with the SEC in connection with the transactions contemplated hereby and by the other Transaction Documents and give reasonable consideration to all such comments. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, an Affiliate of the foregoing covenants by the Company, any of its SubsidiariesBuyer, or any investment adviser of its any Buyer, or their respective officersinclude the name of any Buyer, directorsan Affiliate of any Buyer, employees and agents or any investment adviser of any Buyer in any press release or filing with the SEC (other than as determined in contemplated by the reasonable good faith judgment of such Buyer), in addition to Registration Rights Agreement) or any other remedy provided herein regulatory agency or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicablePrincipal Market, without the prior approval by written consent of the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions except (i) as required by federal securities law in substantial conformity connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction Documents (including signature pages thereto) with the 8-K Filing and contemporaneously therewith SEC and (ii) as to the extent such disclosure is required by applicable law and regulations (provided that law, request of the Staff of the SEC or Principal Market regulations, in the which case of clause (i) each Buyer shall be consulted by the Company in connection shall provide the Purchasers with any prior written notice of such press release or other public disclosure prior to its releasepermitted under this subclause (ii). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City time, on the time required under fourth Business Day after this Agreement is executed, issue a press release reasonably acceptable to the 1934 Act, Buyers disclosing all material terms of the transactions contemplated hereby and file a Current Report on Form 8-K {AJF/SWJ/019170-000001/00939534} 20 describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Registration Rights Agreement, and the form of Lock-Up Agreements) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminate8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the . A Buyer shall have first provided written notice to provide the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information with two (2) Business Days advance notice prior to any such making a public disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time periodunder this Section 4(i). No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges nor any of its Subsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise except where such disclosure is required by applicable law and regulations (including the rules and regulations of the Principal Market), provided the Company agrees that no Buyer has hadunless otherwise required by such law or regulations, and no it shall disclose any such names only through a Transaction Document that is filed as an exhibit to a report or other filing made with the SEC; provided further, that such Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed be consulted by the Company and in connection with any such particular Buyer (it being understood and agreed that no Buyer may bind any filing, announcement, release or other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not public disclosure prior to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesrelease.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York Time, on the first Business Day following the date hereof, the Company shall, within the time required under the 1934 Act, 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Note, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, unless required pursuant to Section 3(i) of the Company Registration Rights Agreement, no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Unless required pursuant to Section 3(i) of the Registration Rights Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminatefiling of the 8-K Filing with the SEC without the express written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shallOn or before 8:30 a.m., within New York City time, on the time required under first Business Day following the 1934 Actdate of this Agreement, the Partnership shall issue a press release and file a Current Report on Form 8-K (provided that such press release shall be issued and such Form 8-K shall be filed at the same time), in each case, reasonably acceptable to the Purchasers, 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 the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Partnership Agreement, the form of the Registration Rights Agreement and the form of Lock-Up Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). From In addition, the Partnership hereby covenants and after the filing of agrees that it shall include in the 8-K FilingFiling any information that constitutes, the Company shall have disclosed all or could reasonably be expected to constitute, material, non-public nonpublic information (if any) delivered to any of regarding the Buyers by the Company Partnership or any of its SubsidiariesSubsidiaries received by any of the Purchasers other than TETRA from the Partnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents in connection agents. Accordingly, immediately after the filing of the 8-K Filing with the transactions contemplated by Commission, no Purchaser other than TETRA shall be in possession of any material, nonpublic information received from the Transaction DocumentsPartnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company Partnership acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to agreement, including, without limitation, the transactions contemplated under the Transaction DocumentsConfidentiality Agreements, whether written or oral, between the CompanyPartnership, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers Purchasers or any of their affiliatesAffiliates, on the other hand, shall terminateterminate and shall be of no further force or effect. In the event of a breach of any The Partnership understands and confirms that each of the Purchasers will rely on the foregoing covenants by in effecting transactions in securities of the CompanyPartnership. The Partnership shall not, any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, affiliates, employees and agents (as determined in agents, not to, provide any Purchaser with any material, nonpublic information regarding the reasonable good faith judgment Partnership or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer)Purchaser. If a Purchaser has, in addition to or believes it has, received any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by Partnership or any of its Subsidiaries from the CompanyPurchaser, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, affiliates, employees or agents; provided , it may provide the Buyer shall have first provided Partnership with written notice thereof. The Partnership shall, to the Company that extent it believes it has received such information that constitutes is material, non-public nonpublic information, the Company shall have at least 48 hours to publicly disclose within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public nonpublic information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company Partnership delivers any material, non-public information to a Buyer Purchaser without such BuyerPurchaser’s consent, the Company Partnership hereby covenants and agrees that such Buyer Purchaser shall not have any duty of confidentiality to the Partnership, any of its Subsidiaries, or any of their respective, officers, directors, Affiliates, employees or agents with respect to, or a duty to the Partnership, any of its Subsidiaries, or any of their respective, officers, directors, Affiliates, employees or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the CompanyPartnership, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Partnership shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company Partnership in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement To the extent the Partnership is required to deliver a notice containing material, nonpublic information relating to the contrary and without implication that Partnership or its Subsidiaries (a “MNPI Notice”) to a Purchaser pursuant to any of the contrary would otherwise be trueTransaction Documents, the Company expressly acknowledges and agrees that no Buyer has hadPartnership shall request from such Purchaser whether it wishes to receive such MNPI Notice without identifying such material, nonpublic information, and no Buyer the Partnership shall only proceed to (and will only be required to) deliver such MNPI Notice to such Purchaser if such Purchaser consents in writing to receive such MNPI Notice. If a Purchaser does not consent in writing to receive a MNPI Notice, such Purchaser will be deemed to have waived its right to receive such MNPI Notice and the Partnership shall have (unless expressly agreed the ability to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer exercise its rights with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding matters for which such MNPI Notice is required as provided in the Company or any of its SubsidiariesTransaction Documents.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, 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 (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) delivered 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 with respect to the transactions contemplated under the Transaction Documents, 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 Buyers a Purchaser or any of their such Purchaser’s respective affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such BuyerPurchaser), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer such Purchaser shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer such Purchaser or demonstrate to the Buyer such Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Buyer such Purchaser and BuyerPurchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer Purchaser shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer Purchaser without such BuyerPurchaser’s consent, the Company hereby covenants and agrees that such Buyer Purchaser shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer such Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York City time, on the time required under first Business Day after the 1934 Actdate of this Agreement, (A) issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and (B) 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing issuance of the 8-K Filing, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of their its respective officers, directors, affiliates, employees or agents, on that is not disclosed in the one hand8-K Filing. The Company shall not, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any cause each of its Subsidiaries, or any Subsidiaries and each of its or their respective officers, directors, employees and agents (as determined in agents, not to provide any Buyer with any material, nonpublic information regarding the reasonable good faith judgment Company or any of its Subsidiaries from and after the date hereof except with the prior written consent of such BuyerBuyer (including a written consent pursuant to Section 4(r)). If a Buyer has, in addition to or believes it has, received any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by Company or any of its Subsidiaries from the Company, any of its Subsidiaries, Subsidiaries or any of its or their the respective officers, directors, employees or agents; provided agents after the Buyer shall have first provided date hereof, unless it has requested such information in writing (including a written request pursuant to Section 4(r) hereof) or has received such information in accordance with a written confidentiality agreement with the Company signed by such Buyer, it may provide the Company with written notice to the thereof. The Company that it believes it has received information that constitutes materialshall, non-within five (5) Trading Days of receipt of such notice, make public information, the Company shall have at least 48 hours to publicly disclose disclosure of such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer Xxxxxx Bay Fund, LP and its counsel shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, nonpublic information regarding the one hand, and any of the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the terms of the Transaction Documents. If a Buyer has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, shall terminateit may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act and attaching all this Agreement, the material Transaction Documents (including, without limitation, this Agreement Certificate of Determination and the form of the Warrant (including all attachments, the “8-K Filing”). From The Company shall not, and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any cause each of its Subsidiaries, or any Subsidiaries and each of its and their respective officers, directors, employees or and agents in connection not to, provide the Holder with the transactions contemplated by the Transaction Documents. In additionany material, effective upon the filing of the 8-K Filing, nonpublic information regarding the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any of its Subsidiaries without the express prior written consent of the Holder, except as expressly contemplated by Section 4(n)(viii) of the Purchase Agreement. If the Holder has, or believes it has, received any material, nonpublic information regarding the Company or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any its Subsidiaries in breach of the Buyers or any immediately preceding sentence, the Holder shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of their affiliatesthe receipt of such notice, on the other handmake a public disclosure of all such material, shall terminatenonpublic information so provided. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyerthe Holder), in addition to any other remedy provided herein or in the Transaction Exchange Documents, such Buyer the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Holder shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without disclosure of such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that prior written consent of the contrary would otherwise be trueHolder, the Company expressly acknowledges shall not (and agrees that no Buyer has hadshall cause each of its Subsidiaries and affiliates to not) disclose the name of the Holder in any filing (other than the 8-K Filing), announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC and no Buyer shall have (unless expressly agreed b) to the extent such disclosure is required by a particular Buyer after the date hereof law or Principal Market regulations, in a written definitive and binding agreement executed by which case the Company and shall provide the Holder with prior notice of such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiariesdisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and 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 and exhibits to this Agreement), the Certificate of Designations, the form of Warrant, the form of Lock-Up Agreement and the form of Voting Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after As of immediately following the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing or in prior filings with the transactions contemplated by the Transaction DocumentsSEC. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers Lead Investor or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In Except as required to comply with the event of a breach of any terms and conditions of the foregoing covenants by Transaction Documents, the CompanyCompany shall not, any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of its or their respective officers, directors, employees employees, affiliates and agents (as determined in agents, not to, provide the reasonable good faith judgment of such Buyer), in addition to Lead Investor with any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its Subsidiaries from and after the date hereof without the express written consent of the Lead Investor. If the Lead Investor has, or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it reasonably believes it has has, received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose any such material, non-nonpublic information regarding the Company or any of its Subsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Warrants) of receipt of such notice, make public information prior to disclosure of any such disclosure by material, nonpublic information provided in breach of the Buyer preceding sentence or demonstrate to the Buyer confirm in writing why that such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) nonpublic information regarding the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, or any of its Subsidiaries. To the extent that the Company, its Subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Lead Investor without such Buyerthe Lead Investor’s prior written consent, the Company hereby covenants and agrees that such Buyer the Lead Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer the Lead Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:00 a.m., New York City time, on the time required under first Trading Day after this Agreement is executed, issue a press release (the 1934 Act“Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City time, on the second Trading Day after this Agreement is executed, the Company shall file a Current Report 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 Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of Warrant) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the filing issuance of the 8-K FilingPress Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from any of the Buyers by the Company its Subsidiaries or any of its Subsidiariesrespective officers, directors, employees or any agents, that is not disclosed in the 6-K Filing. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon any of its Subsidiaries from and after the filing of the 86-K FilingFiling without the prior express written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company acknowledges and agrees that or any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on other than as required in writing by such Buyer, it may provide the one handCompany with written notice thereof. The Company shall, and any within five (5) Trading Days (as defined in the Warrant) of the Buyers or any receipt of their affiliatessuch notice, on the other handmake public disclosure of such material, shall terminatenonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure (other than the 6-K Filing) prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise (other than the filing of the Transaction Documents attached to the 6-K Filing).

Disclosure of Transactions and Other Material Information. The On or before the Disclosure Time (as defined below), the Company shall, within shall (A) issue a press release disclosing all material terms of the time required under the 1934 Act, transactions contemplated hereby and (B) simultaneously 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 and exhibits to this Agreement required to be filed under the rules and regulations of the 1934 Act), the form of the Warrants, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). From and after the earlier of the filing of the 8-K FilingFiling or the issuance of the press release, the Company no Buyer shall have disclosed all be in possession of any material, non-public information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise. As used herein, “Disclosure Time” means, (i) if this Agreement is signed after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, or (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Exchange Act, 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 the material Transaction Documents (including, without limitation, this Agreement (including all attachments, the “Form 8-K Filing”). From and after the filing of the Form 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered 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 Form 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, 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 Buyers Purchasers or any of their affiliates, on the other hand, shall terminate. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such BuyerPurchaser), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer Purchaser shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer Purchaser or demonstrate to the Buyer Purchaser in writing why such information does not constitute material, non-public information, and (assuming the Buyer Purchaser and BuyerPurchaser’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer Purchaser shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer Purchaser without such BuyerPurchaser’s consent, the Company hereby covenants and agrees that such Buyer Purchaser shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer Purchaser has had, and no Buyer Purchaser shall have (unless expressly agreed to by a particular Buyer Purchaser after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer Purchaser (it being understood and agreed that no Buyer Purchaser may bind any other Buyer Purchaser with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 8:30 a.m., 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 that (i) describes 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 and the form of the Registration Rights Agreement) and (ii) discloses the Other Data (such Form 8-K, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees disclosure provided that such Buyer shall not have any duty of confidentiality with respect todisclosure is true, or a duty not to trade on the basis of, such material, non-public informationaccurate and complete in all material respects. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise (other than the 8-K Filing or as required by applicable law). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, except with respect to confidentiality obligations of a Designated Nominee (as defined herein) in respect of such Designated Nominee’s position as a director of the Company, the Company expressly acknowledges and agrees that no Buyer has hadupon filing of the Form 8-K, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its it Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Issuer 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 Statement of Designations) (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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, 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 with respect to the transactions contemplated under by the Transaction DocumentsDocuments 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 Buyers or any of their affiliates, on the other hand, shall terminate. In The Company shall not, and the event of a breach of any of the foregoing covenants by the Company, any Company shall cause each of its Subsidiaries, or any Subsidiaries and each of its or and their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor provide any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its SubsidiariesSubsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer's sole discretion).

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day after the Closing Date, the Company shall, within shall issue a press release reasonably acceptable to the time required under the 1934 Act, Buyers and 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 and exhibits to this Agreement), the form of Registration Rights Agreement, as exhibits to such filing (including all attachments), the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, affiliates, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day following the 2007 Closing Date, the Company shall, within the time required under the 1934 Act, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents 2007 Closing in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement the Amendment Agreements, the form of the Amended and Restated Notes, the form of New Note, the form of the Amended and Restated Warrants, the form of New Warrants, the form of the Amended and Restated Registration Rights Agreement, the form of Amended and Restated Security Agreement, the form of Amended and Restated Pledge Agreement, and the form of Amended and Restated Barnico Guaranty) (including all attachments, the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide the one handInvestor with any material, and any of nonpublic information regarding the Buyers Company or any of their affiliatesits Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. If the Investor has, on or believes it has, received any such material, nonpublic information regarding the other handCompany or any of its Subsidiaries, it shall terminateprovide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer . The Investor shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary prior written consent of the Investor, and without implication that except as contemplated by the contrary would otherwise be trueprior subsection (i) or as required by applicable law or regulation, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise.”

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate 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 8:30 a.m., 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 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, the form of Guaranties, 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) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its it Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the third Business Day following the date of this Agreement, the Company shall, within the time required under the 1934 Act, shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents Agreement (including, without limitation, all schedules to this Agreement Agreement) as an exhibit to such filing (including all attachments, the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Investor shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered 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 with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees or and agents, on not to, provide any Investor with any material, nonpublic information regarding the one hand, and Company or any of its Subsidiaries from and after the Buyers filing of the 8-K Filing with the SEC without the express written consent of such Investor or as may be required under the terms of this Agreement. If an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries directly from the Company, any of its Subsidiaries, any of their affiliates, officers, directors or any other Person acting on their behalf, it shall provide the other handCompany with written notice thereof. The Company shall, shall terminatewithin five (5) Trading Days (as defined in the Certificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documentsherein, such Buyer an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer Investor shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Investor, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, within the time required under the 1934 Act, shall file a Current Report current report on Form 8-K on or before 10:00 p.m., New York City time, on December 23, 2019, describing all the material terms of the transactions contemplated by this Agreement and the Transaction Documents transactions contemplated by the form of Termination Agreement attached hereto as Exhibit A (the “Form of Termination Agreement”), all in the form required by the 1934 Act and attaching the form of this Agreement, the Form of Termination Agreement and the Series G-1 Certificate of Designations (and all the material Transaction Documents (includingschedules and exhibits thereto not otherwise attached), without limitation, this Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). From and after As of immediately following the filing of the 8-K FilingFiling with the SEC, the Company Holder shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection the 8-K Filing or in prior filings with the transactions contemplated by the Transaction DocumentsSEC. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers Holder or any of their its affiliates, on the other hand, shall terminateterminate and be of no further force or effect. In The Company understands and confirms that the event of a breach of any Holder will rely on the foregoing in effecting transactions in securities of the foregoing covenants by the Company. The Company shall not, any and shall cause its Subsidiaries and its and each of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in agents, not to, provide the reasonable good faith judgment of such Buyer), in addition to Holder with any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, without nonpublic information regarding the prior approval by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents; provided Subsidiaries from and after the Buyer shall have first provided date hereof without the express prior written notice to consent of the Company Holder. To the extent that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, stockholders affiliates or agents, for any such disclosure. To the extent that the Company agents delivers any material, non-public information to a Buyer the Holder without such Buyerthe Holder’s prior written consent, the Company hereby covenants and agrees that such Buyer the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 9:30 a.m., New York time, on the time required under first (1st) Trading Day after the 1934 Actdate hereof, 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 the first (1st) Trading Day after the date hereof, 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 Warrants) (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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliates, employees or and agents, on not to, provide any Buyer with any material, non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and Affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, within on or before 8:30 a.m., New York time, on the time required under first (1st) Business Day after the 1934 Actdate of this Agreement, (x) 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 and (y) 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 , the form of the Security Documents, the form of Guaranties, the form of the Notes, the form of the Warrants 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) delivered 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 additionThe Company shall not, effective upon the filing of the 8-K Filing, and the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documents, whether written or oral, between the Company, any shall cause each of its Subsidiaries or any and each of its and their respective officers, directors, affiliatesemployees and agents not to, employees or agentsprovide any Buyer with any material, on non-public information regarding the one hand, and any of the Buyers Company or any of their affiliates, on its Subsidiaries from and after the other hand, shall terminateissuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(o) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 9:30 a.m., New York City time, on each of the following dates: (i) the date that the Company shall, within files a Form 10 registering the time required Company’s Common Stock under the 1934 Act, file (ii) the date that the Company files a Current Report on Form 8-K registration statement under the 1933 Act for a public offering of Common Stock of the Company, and (iii) if the Public Company Date occurs by virtue of a merger, the effective time of such merger, the Company shall issue a press release (each, a “Press Release”) reasonably acceptable to the Lead Investor describing all the material terms of the transactions contemplated by the Transaction Documents in if not already publicly disclosed and disclosing any other material non-public information provided to any Buyer on or prior to the form required by public disclosure of the 1934 Act Press Release and attaching all attach to the Press Release a hypertext link to the material Transaction Documents (including, without limitation, this Agreement (including and all attachmentsschedules and exhibits to this Agreement)) and the form of the Notes as well as any other material documents related to any such other material nonpublic information, if not already publicly available, which documents must be available to the “8-K Filing”)public either on the Company’s website (or the website of a successor, subsidiary or parent company of the Company pursuant to such merger) or on the SEC’s XXXXX website. From and after the filing public disclosure of the 8-K Filingapplicable Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. In addition, effective upon the filing public disclosure of the 8-K Filingfirst Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date that any such Buyer shall instruct the Company in writing without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received or is otherwise in possession of any material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents after the earlier of (i) the date that the Company publicly discloses the first Press Release and (ii) the date that the Company is required to publicly disclose the first Press Release, at any time and from time to time, it may provide the Company with written notice thereof. If requested by the Lead Investor, the Company shall, within one (1) Trading Day (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consentconsent or the Company fails to publicly disclose any confidential information on or prior to the dates and time periods specified in this Section 4(i), the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Press Releases and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before the first business day following the Closing Date, the Company shall, within the time required under the 1934 Act, shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the Certificate of Designations in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement Agreement, the form of Warrant and the Registration Rights Agreement) and the Certificate of Designations as exhibits to such filing (including all attachments, exhibits and schedules to such documents, the “"8-K Filing”FILING"). From and after the filing of the 8-K FilingFiling with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company shall have disclosed all materialCompany, non-public information (if any) delivered to any of the Buyers by the Company its subsidiaries or any of its Subsidiariesrespective officers, directors, employees or any agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material nonpublic information regarding the Company or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon any of its Subsidiaries from and after the filing of the 8-K Filing, Filing with the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to SEC without the transactions contemplated under the Transaction Documents, whether express written or oral, between the Company, any consent 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 terminatesuch Buyer. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein herein, in the Transaction Documents or in the Transaction DocumentsCertificate of Designations, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, material nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been executed, the Company shall, within the time required under the 1934 Act, shall issue a customary press release and 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 and exhibits to this Agreement), the form of the Warrant, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the “"8-K Filing”"). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s 's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before 8:30 a.m., New York City time, on the first Business Day after this Agreement has been executed, the Company shall, within shall issue a press release reasonably acceptable to the time required under the 1934 Act, Buyers and 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 and exhibits to this Agreement), the form of the Notes as exhibits to such filing (including all attachments), the “8-K Filing”). From and after the filing of the 8-K FilingFiling with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliatesemployees, employees affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Business Days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents, agents for any such disclosure. To the extent that the Company delivers any material, non-public nonpublic information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement to Without the contrary and without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On or before 9:00 AM on March ___, 20191, the Company shall, within shall (A) issue a press release (the time required under “Press Release”) reasonably acceptable to the 1934 Act, Buyers disclosing all material terms of the transactions contemplated hereby and (B) 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 and exhibits to this Agreement), the COD, the form of the Warrants, the form of Exchange Agreement, the form of Lock-Up Agreement and the form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). From and after the filing of the 8-K Filing, the Company no Buyer shall have disclosed all be in possession of any material, non-public information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, affiliates or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. 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 with respect to the transactions contemplated under the Transaction Documentsagreement, 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 Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading Days of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of any of the foregoing covenants covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, affiliates and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information, as applicable, information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided the Buyer shall have first provided written notice to the Company that it believes it has received information that constitutes material, non-public information, the Company shall have at least 48 hours to publicly disclose such material, non-public information prior to any such disclosure by the Buyer or demonstrate to the Buyer in writing why such information does not constitute material, non-public information, and (assuming the Buyer and Buyer’s counsel disagree with the Company’s determination) the Company shall have failed to publicly disclose such material, non-public information within such time period. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything contained in this Agreement Except for the Registration Statement required to be filed pursuant to the contrary and Registration Rights Agreement, without implication that the contrary would otherwise be trueprior written consent of any applicable Buyer, neither the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or nor any of its SubsidiariesSubsidiaries or affiliates shall disclose the name of such Buyer in any filing, announcement, release or otherwise.