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

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiaries, or Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first second (1st2nd) trading day Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on prior to the second fourth (2nd4th) business day Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Senior Notes, the form of Certificate of Designations and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). None of Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that (x) the Company shall be entitled, without the prior approval of Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release) and (y) after the issuance of the Press Release, subject Buyer shall be entitled, without the prior approval of the Company, to providing make any press release or other public disclosure with respect to such transactions. Without the prior written consent of Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing(which shall not be unreasonably withheld), the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) other than as required by federal securities Laws set forth in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, Filing and other securities or (z) the filing of this Agreement exchange filings and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is as required by Law applicable law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)exchange rules.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day Business Day after the date of this Agreement, publicly issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing disclosing all the material terms of the transactions contemplated by this Agreement hereby. From and by after the Transaction Documents in issuance of the form required by the Exchange Act (the “Form 8-K Filing”). None K, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries, or Buyer shall issue any press releases Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Form 8-K. In addition, effective upon the issuance of the Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other public statements hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Investor with respect to any material, nonpublic information regarding the transactions contemplated by this Agreement Company or by any of its Subsidiaries from and after the Transaction Documents date hereof without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, Investor. To the extent that the Company shall be entitleddelivers any material, non-public information to the Investor without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoingInvestor’s consent, the Company hereby covenants and agrees that the Investor shall not publicly have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates Investor in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law or Trading Market rules regulation, except this initial Form 8-K and regulations, any further disclosure in which case any Securities Act and Exchange Act filings covering the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)same subject matter.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading business day after the date of this AgreementAgreement has been executed, the Company shall issue a press release disclosing (or press releases) reasonably acceptable to the Purchasers and file one or more Current Reports on Form 8-K including with respect to the Information and describing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange Act and attaching the material 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 (collectively, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, 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 acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Purchasers 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 Purchaser 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 Purchaser. To the extent that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent 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 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, or Buyer Subsidiaries nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) each Purchaser shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) any such press release or other public disclosure prior to its release). Except for the 8-K Filing, (y) any registration statement contemplated by the Registration Statement required to be filed pursuant to the Registration Rights Agreement, Agreement or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is as otherwise required by Law or Trading Market rules and regulationslaw, in which case without the prior written consent of any applicable Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall provide Buyer with prior notice disclose the name of such disclosure permitted under this clause (b)Purchaser in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shallshall file, within the timeframe required under applicable SEC rules, one or more Current Reports on or before 8:30 a.m., New York City time, on Form 8-K with the first (1st) trading day after SEC describing the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement and the Transaction DocumentsRegistration Rights Agreement (such Form or Forms 8-K, collectively, the "Announcing Form 8-K"). On The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or before 5:30 p.m., New York City time, on the second (2nd) business day any of its Subsidiaries from and after the date filing of this Agreement, the Company shall file a Current Report on Announcing Form 8-K describing all with the material terms SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the transactions contemplated by this Agreement confidentiality and by use of such information. Subject to the Transaction Documents in foregoing, neither the form required by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiaries, or Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof), subject to providing Buyer with reasonable opportunity to comment thereonand provided further, that 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. Notwithstanding anything to the foregoingcontrary herein, in the event that the Company believes that a notice or communication to any Buyer contains material, non-public information 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 publicly disclose constitute material, non-public information relating to the name of Buyer Company or any of its Affiliates, the Subsidiaries. Upon receipt or include delivery by the name of Buyer Company or any of its Affiliates the Subsidiaries of any notice in any filing accordance with the SEC or any regulatory agency or Trading Marketterms of the Transaction Documents, without unless the prior consent of Buyer (Company has in good faith determined that the matters relating to such consent notice do not to be unreasonably withheld or delayed)constitute material, except: (a) as required by federal securities Laws in connection with (x) the 8non-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) public information relating to the extent that such disclosure is required by Law Company or Trading Market rules and regulationsthe Subsidiaries, in which case the Company shall provide Buyer with prior notice of within one Business Day after any such disclosure permitted under this clause (b)receipt or delivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The Company shall, shall (i) if this Agreement is signed on a day that is not a business day or before 8:30 midnight (New York City time) on any business day, by 9:00 a.m., New York City time, on the first (1st) trading business day after immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by hereof and (ii) if this Agreement and the Transaction Documents. On or before 5:30 p.m., is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any business day, no later than 9:29 a.m. (New York City time), on the second date hereof (2ndthe “Disclosure Deadline”), issue one or more press releases and (b) business day after file with the date of this Agreement, the Company shall file SEC a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing (i) all the material terms of the transactions contemplated hereby, by the other Transaction Agreements and the Merger Agreement and (ii) all other material non-public information pertaining to the Company or the Target Company and each of their respective operations, to the extent such information has been provided or made available to any of the Purchasers (and including as exhibits to such Current Report on Form 8-K, the Merger Agreement and the forms of the material Transaction Agreements (including, without limitation, the form of this Agreement and by the Transaction Documents form of the Registration Rights Agreement)). Upon the issuance of the Disclosure Document, no Purchaser shall be held responsible for being in possession of any material, non-public information received unintentionally from the Company or any of its officers, directors, or employees or agents that is not disclosed in the form required by Disclosure Document. From and after the Exchange Act (the “8-K Filing”). None issuance of the CompanyDisclosure Document, its Subsidiaries, or Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitlednot provide material non-public information to any Purchaser, without the unless otherwise specifically agreed in writing by such Purchaser prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereonany such disclosure. Notwithstanding anything in this Agreement to the foregoingcontrary, the Company shall not publicly disclose the name of Buyer any Purchaser or any of its AffiliatesAffiliates or advisers, or include the name of Buyer any Purchaser or any of its Affiliates or advisers in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or Trading Marketagency, without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed)Purchaser, except: except (a) as required by the federal securities Laws law in connection with (x) the 8-K Filing, (yi) any registration statement contemplated by the Registration Rights Agreement (which shall be subject to review by the Purchaser in accordance with the terms of the Registration Rights Agreement, or ) and (zii) the filing of this Agreement and final forms of the final Transaction Documents Agreements with the SEC; and SEC or pursuant to other routine proceedings of regulatory authorities, or (b) to the extent that such disclosure is required by Law law, at the request of the staff of the SEC or Trading Market rules and regulationsregulatory agency or under the regulations of the Nasdaq Capital Market, in which case the Company shall will provide Buyer the Purchaser with prior written notice (including by e-mail) of and an opportunity to review such required disclosure permitted under this clause (b). Upon the earlier of (i) the Disclosure Deadline and (ii) the issuance and filing, as applicable, of the Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its officers, directors, affiliates, employees or agents. The Company understands and confirms that the Purchasers and their respective Affiliates will rely on the forgoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each Convertible Note) (including all attachments, the “Form 8-K Filing”). None From and after the date of the Form 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to each Buyer by the Company, or any of its Subsidiariesofficers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide each Buyer with any material, non-public information regarding the Company from and after the date of the Form 8 K Filing without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of each Buyer, to file the 8-K Filing 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 law and regulations, subject regulations (provided that in the case of clause (i) such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of each Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of such Buyer in any filing (other than the Form 8 K Filing or any filing that incorporates language from the Form 8 K Filing and other than the Registration Statement and other than as required by applicable law or rules 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 each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to any information regarding the Company or any of its Affiliatessubsidiaries (as applicable) that such Buyer receives from the Company, or include the name any of Buyer its subsidiaries or any of its Affiliates in any filing with the SEC or any regulatory agency its officers, directors, employees, shareholders or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “86-K Filing”). None From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to Buyer by the Company, or any of its Subsidiariesofficers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide Buyer with any material, non-public information regarding the Company from and after the date of the 6-K Filing without the express prior written consent of Buyer. Subject to the foregoing, neither the Company nor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that 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 Buyer, the Company shall not (and shall cause each of its affiliates to not) disclose the name of Buyer in any filing (other than the 8-K Filing or any filing that incorporates language from the 8-K Filing and other public disclosure than as is required by applicable Law law or rules and regulations), subject to providing Buyer with reasonable opportunity to comment thereonannouncement, release or otherwise. Notwithstanding anything contained in this Agreement to the foregoingcontrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not publicly disclose have (unless expressly agreed to by Buyer after the name date hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of Buyer confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its AffiliatesSubsidiaries (as applicable) that Buyer receives from the Company, or include the name any of Buyer its Subsidiaries or any of its Affiliates in any filing with the SEC or any regulatory agency its officers, directors, employees, shareholders or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)agents.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after second Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, forms of the Note, the Warrant, the AIR, the Registration Rights Agreement, the Lock-up Agreement and the Security Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and to which Current Report the Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). None For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Utah generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) above, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, each Purchaser shall be notified by the Company (although the consent of such Purchaser shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the “form of each of the Notes, the form of Warrant, the Registration Rights Agreement and the Security Documents) as exhibits to such filing (including all attachments, the "8-K Filing”"). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 written consent of such Buyer. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (i) the Required Holders shall be consulted by the Company in connection with any such press release or other public disclosure prior to providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing all the material terms and conditions of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement and the other Transaction Documents as an exhibit to such filing (including all attachments, the “86-K Filing”). None The Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment advisor of the Company, its SubsidiariesPurchaser, or Buyer include the name of any Purchaser or any Affiliate or investment advisor of the Purchaser in any filing with the Commission (other than in any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior written notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchasers, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 6-K Filing and contemporaneously therewith, (b) as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliateslaw, or include the name of Buyer (c) in filings or other documents provided, submitted or filed in connection with any of its Affiliates in any filing with the SEC claim, action, suit, arbitration, investigation or any regulatory agency or Trading Marketother proceeding; provided, further, that such Purchaser shall be entitled, without the prior consent approval of Buyer (the Company, to make any filing or other public disclosure with respect to such consent not to be unreasonably withheld or delayed), except: (a) transactions as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case Section 13 of the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Exchange Act.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreementsecond Business Day following each Closing Date, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company Parent shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents entered into on such Closing Date (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Note, the Security Agreement, the Fee Letter and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). None Parent shall provide Agent, Buyers and Holders a reasonable opportunity to review the provisions of any public filing describing any such Persons or the transactions to which they are a party prior to the filing thereof. Any material non-public information provided by any Company to any Buyer in connection with this transaction shall be included by Parent within the aforementioned 8-K Filing. From and after the filing of the Company8-K Filing with the SEC, Parent represents and acknowledges that no Buyer shall be in possession of any material, nonpublic information received from any of the Companies, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Each of the Companies shall not, and shall cause each of their respective officers, directors, employees and agents not to, provide any Buyer with any material, nonpublic information regarding Parent 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. In the event of a breach of the foregoing covenant by any of the Companies or any of its or their respective officers, directors, employees or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Buyer may, but shall not be obligated to, notify Parent 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, Parent shall either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement, Form 8-K or otherwise, of such material, nonpublic information. In the event that Parent believes that a notice delivered pursuant to this Agreement contains material, nonpublic information relating to itself, the other Companies or their Subsidiaries, Parent shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material, nonpublic information relating to Parent or its Subsidiaries. Subject to the foregoing provisions of this Section, or neither any of the Companies nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided, subject that in the case of clause (i) each Buyer shall be consulted by Parent in connection with any such press release or other public disclosure prior to providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, none of the Company Companies shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as otherwise unless required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)law.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or 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 Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Buyer pursuant to a confidentiality agreement with the Company or otherwise. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) otherwise except as required by federal securities Laws in connection with (x) the 8-K Filinglaw, (y) any registration statement contemplated by the Registration Rights Agreement, regulation or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)governmental agency.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by any documents relating to the Transaction Documents issuance of the Replacement Warrants in the form required by the Securities Exchange Act of 1934, as amended, and attaching the material transaction documents (including, without limitation, this Agreement and the form of the Replacement Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). None From and after the filing of the 8-K Filing with the SEC, the Investors shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or Buyer 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 Investor 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 written consent of such Investor. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoing, applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (provided that in the case of clause (i) the Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, shall (i) if this Agreement is signed on a day that is not a business day or before 8:30 midnight (New York City time) on any business day, by 9:00 a.m., New York City time, on the first (1st) trading business day after immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by hereof and (ii) if this Agreement and the Transaction Documents. On or before 5:30 p.m., is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any business day, no later than 9:29 a.m. (New York City time), on the second date hereof, unless otherwise instructed as to an earlier time by the Placement Agents (2ndthe “Disclosure Deadline”), issue one or more press releases and (b) business day after file with the date of this Agreement, the Company shall file SEC a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing (i) all the material terms of the transactions contemplated hereby, by the other Transaction Agreements and the Merger Agreement and (ii) all other material non-public information pertaining to the Company or the Target Company and each of their respective operations, to the extent such information has been provided or made available to any of the Purchasers (and including as exhibits to such Current Report on Form 8-K, the Merger Agreement and the forms of the material Transaction Agreements (including, without limitation, the form of this Agreement and by the Transaction Documents form of the Registration Rights Agreement)). Upon the issuance of the Disclosure Document, no Purchaser shall be in possession of any material, non-public information received from the Company or any of its officers, directors, or employees or agents, including the Placement Agents, that is not disclosed in the form required Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. From and after the Exchange Act (the “8-K Filing”). None issuance of the CompanyDisclosure Document, its Subsidiaries, or Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitlednot provide material non-public information to any Purchaser, without the unless otherwise specifically agreed in writing by such Purchaser prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereonany such disclosure. Notwithstanding anything in this Agreement to the foregoingcontrary, the Company shall not publicly disclose the name of Buyer any Purchaser or any of its AffiliatesAffiliates or advisers, or include the name of Buyer any Purchaser or any of its Affiliates or advisers in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or Trading Marketagency, without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed)Purchaser, except: except (a) as required by the federal securities Laws law in connection with (x) the 8-K Filing, (yi) any registration statement contemplated by the Registration Rights Agreement (which shall be subject to review by the Purchaser in accordance with the terms of the Registration Rights Agreement, or ) and (zii) the filing of this Agreement and final forms of the final Transaction Documents Agreements with the SEC; and SEC or pursuant to other routine proceedings of regulatory authorities, or (b) to the extent that such disclosure is required by Law law, at the request of the staff of the SEC or Trading Market rules and regulationsregulatory agency or under the regulations of the Nasdaq Global Market, in which case the Company shall will provide Buyer the Purchaser with prior written notice (including by e-mail) of and an opportunity to review such required disclosure permitted under this clause (b). Upon the earlier of (i) the Disclosure Deadline and (ii) the issuance and filing, as applicable, of the Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of its officers, directors, affiliates, employees or agents, including the Placement Agents (it being understood that the foregoing shall not by itself be deemed to terminate any confidentiality agreement, whether written or oral, between any Purchaser and the Target Company). The Company understands and confirms that the Purchasers and their respective Affiliates will rely on the forgoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. The Company shallshall or shall cause Magenta to, on or before 8:30 9:00 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by Agreement (or if this Agreement is executed between midnight and the Transaction Documents. On or before 5:30 p.m.9:00 a.m., New York City time, on the second (2nd) business day after any Business Day, no later than 9:01 a.m. on the date of this Agreementthe Agreement is executed), issue one or more press releases and/or file with the Company shall file Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all the material terms of the transactions contemplated by this Agreement hereby and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None of any other material nonpublic information that the Company, its SubsidiariesMagenta or their respective officers, or Buyer shall issue any press releases directors, employees, agents or any other public statements person acting at the direction of the Company or Magenta has provided to the Purchasers in connection with respect to the transactions contemplated by this Agreement or by prior to the Transaction Documents without the express written consent of all filing of the Disclosure Document. The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Purchaser shall be in possession of any material, nonpublic information received from the Company, Magenta or their respective officers, directors, employees, agents or other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the person acting at their direction. The Company shall be entitlednot, without the prior approval of Buyerand shall cause its officers, to file the 8-K Filing or other public disclosure as is required by applicable Law directors, employees and regulationsagents and Magenta not to, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliatesany Purchaser, or include the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliates any Purchaser without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the SEC Commission or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed)trading market, except: (aA) as required by the federal securities Laws in connection with (x) the 8-K Filinglaws, rules or regulations, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (bB) to the extent that such disclosure is required by Law other laws, rules or Trading Market rules and regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which Magenta’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in which accordance with this Section 5.02, and in the case of any disclosure made pursuant to clause (ii), the Company shall will provide Buyer the Purchaser with prior written notice (including by e-mail) of and an opportunity to review the applicable portion of such disclosure permitted under this clause (b)filing.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes, the form of Warrant, the form the Registration Rights Agreement and the form of Security Documents as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 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 shall provide 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:00 a.m., New York City timeTime, on the first (1st) trading business day after following the date of this Agreement, issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated by this Agreement Agreement, but not disclosing the identity of any of the Purchasers, and announcing the acquisition of the Company’s interest in CD&L, Inc. and the Transaction Documentsexecution of the CD&L Merger Agreement and, to the extent permitted by applicable law, disclosing the material terms of such acquisition and merger. On or before 5:30 5:00 p.m., New York City timeTime, on the second (2nd) fourth business day after following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and all schedules and exhibits to this Agreement), as exhibits to such filing. From and after the “8-K Filing”)issuance of the Press Release, no Purchaser shall be in possession of any material, nonpublic information 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. None Except as expressly provided in the foregoing sentence, 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 Purchaser 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 Purchaser. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or each of its respective officers, directors, employees and agents, in addition to any other remedy available to the Purchasers, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or Buyer shall issue any press releases of its or any other public statements with respect to the transactions contemplated by this Agreement their respective officers, directors, employees or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)agents; provided, however, that the Purchaser shall give to the Company shall be entitled, without notice at least twenty four (24) hours prior to making any such disclosure and allow the prior approval Company the option of Buyer, to file the 8-K Filing or other making such public disclosure as is required by applicable Law and regulationsduring such twenty four (24) hour period. No Purchaser shall have any liability to the Company, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoingits Subsidiaries, the Company shall not publicly disclose the name of Buyer or any of its Affiliatesor their respective officers, directors, employees, shareholders or include the name of Buyer or agents for any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). None The Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of the Company, its SubsidiariesPurchaser, or Buyer include the name of any Purchaser or any affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchasers, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on Parent shall file with the first (1st) trading day after SEC a Form 6-K describing the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the “8Registration Rights Agreement) within the time period prescribed by the 1934 Act and the SEC for such a filing (including all attachments, the "6-K Filing”"). None From and after the filing of the 6-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 6-K Filing. The Company shall not disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. 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 6-K Filing with the SEC without the express written consent of such Buyer. 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 and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, (i) issue a press release (the "Press Release") reasonably acceptable to Buyer disclosing all the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second Documents and (2ndii) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including all attachments, the “"8-K Filing”"). None From and after the issuance of the CompanyPress Release, the Company represents to the Buyers that it shall have publicly disclosed all material, non-public information 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 issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Buyers or any of their Affiliates on the other hand, shall terminate. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company nor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file make any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (B) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (A) Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on On the first (1st) trading business day after following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company Parent shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, if required), the form of Debentures and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). None From and after the filing of the Company8-K Filing, the Parent shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Parent 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. The Parent shall not, and the Parent 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 Parent 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). To the extent that the Parent delivers any material, non-public information to a Buyer without such Buyer’s consent, the Parent 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 Parent, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Parent in connection with any such press release or other public disclosure prior to providing its release). Without the prior written consent of the applicable Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing(which may be granted or withheld in such Buyer’s sole discretion), the Company Parent shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m.8:30 a.m., New York City time, on the second first (2nd1st) business day Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Warrants and the form of the Registration Rights Agreement) (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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. 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. 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. 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. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file 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 or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly (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 Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after third Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching 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 form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information 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, 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 written consent of such Buyer or as may be required under the terms of the Transaction Documents. If a Buyer 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 Company with written notice thereof. The Company shall, within 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this AgreementJuly 15, 2004, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and hereby as well as the Transaction Documentsmaterial terms of the AoA Acquisition (the "PRESS RELEASE"). On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) business day after Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and the AoA Acquisition in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). None From and after the filing of the Press Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in such Press Release. 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. (i) By the fourth (4th) Business Day following the Closing Date, the Company shall file a Form 8-K (the “Announcing Form 8-K”) with the SEC. The Company shallAnnouncing Form 8-K, on or before 8:30 a.m., New York City time, on shall comply fully with the first (1st) trading day after applicable 8-K rules and shall describe the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents, including the purchase of the Shares. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the The Company shall file a Current all exhibits relating to this Agreement required to be filed by the SEC and Securities Laws or other Laws as exhibits to the Company’s Annual Report on Form 10-K to be filed with the SEC on or around April 15, 2011. The Buyer and each Contributed Entity shall cooperate with and promptly furnish to the Company any information reasonably requested by the Company in connection with the preparation and filing of the Announcing Form 8-K describing all K. (ii) Subject to the material terms of the transactions contemplated by agreements and covenants set forth in this Agreement and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”Section 4(f). None of the Company, its Subsidiaries, or Buyer neither Party shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)any Party; provided, however, that the Company Parties shall be entitled, without the prior approval of Buyerthe other Party, to file make any press release with respect to such transactions (A) in substantial conformity with the Announcing Form 8-K Filing or other public disclosure and contemporaneously therewith and (B) as is required by applicable Law and regulations, subject including the regulations of applicable Spanish Governmental Entities. (iii) Notwithstanding any provision herein to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoingcontrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not publicly disclose to, provide the name of Buyer with any material nonpublic information regarding the Company or any of its AffiliatesSubsidiaries from and after the filing of the Announcing Form 8-K with the SEC, without the express prior written consent of the Buyer, other than notices required under the Transaction Documents which may constitute material non-public information. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or include communication to the name of Buyer contains material, nonpublic information relating to the Company or any of its Affiliates Subsidiaries, the Company so shall indicate to the Buyer contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyer the means to refuse to receive such notice or communication other than notices required under the Transaction Documents which may constitute material non-public information; and in the absence of any filing with such indication, the holders of the Shares 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 its Subsidiaries. (iv) As of the Closing, each of the Medidata Financial Statements and any financial statements of the Contributed Entities prepared after the date hereof shall be in proper form and will satisfy: (i) the historical financial statement requirements of Form 8-K promulgated by the SEC or for a material acquisition by the Company, and (ii) the reporting requirements of the SEC set forth in Regulations S-K and S-X with respect to the Company’s ongoing periodic reporting obligations. In addition, the independent accountants of the Buyer shall consent to the use of their reports with respect to any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws Medidata Financial Statements in connection with (x) any of the 8-K Filing, (y) any registration statement contemplated by Company’s periodic filings following the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Closing.

Disclosure of Transactions and Other Material Information. The (i) As soon as reasonably practicable after the date hereof (but in any event within three (3) Business Days after the date hereof), the Company shall, on shall mail to the holders of Common Stock the letter required by Nasdaq Rule 5635(f) in the form previously agreed to by the Parties. (ii) On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after third Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of Certificate of Designations, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None Subject to the foregoing, none of the Company, its Subsidiaries, Subsidiaries or any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoingcase of clause (i), the UCC Investor 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this AgreementExecution Date, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement and the form of each of the Warrants) (including all attachments, the “86-K Filing”). None From and after the date of the 6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to Buyer by the Company, or any of its Subsidiariesofficers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide Buyer with any material, non-public information regarding the Company from and after the date of the 6-K Filing without the express prior written consent of Buyer. Subject to the foregoing, neither the Company nor Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (i) Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of Buyer in any filing (other than the 6-K Filing or any filing that incorporates language from the 6-K Filing and other than the Registration Statement and other than as required by applicable law or rules 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 Buyer has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the Execution Date in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any of its Affiliatessubsidiaries (as applicable) that Buyer receives from the Company, or include the name any of Buyer its subsidiaries or any of its Affiliates in any filing with the SEC or any regulatory agency its officers, directors, employees, shareholders or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)agents.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:00 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including this Agreement, the form of Amended Note, the form of Investor Rights Agreement and the form of the Guaranties as exhibits to such filing (including all attachments, the “8-K Filing”)). None From and after the filing of the 8-K Filing with the SEC, the Lender shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in the 8-K Filing. Unless requested in writing by the Lender, 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 Lender 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 written consent of the Lender. If the Lender has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, or Buyer it shall provide the Company with written notice thereof. The Company shall, within two (2) Trading Days (as defined in the Amended Note) of receipt of such notice, make public disclosure of such material, nonpublic information. Subject to the foregoing, neither the Company nor any of its Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Lender, to file make any press release or other public disclosure with respect to such transactions (a) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (b) as is required by applicable Requirements of Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding (provided that in the foregoing, case of clause (a) the Lender 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 Lender, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates Lender in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) except as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing applicable Requirements of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Law.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.p.m., New York City timeTime, on the first (1st) trading day after the date Business Day following execution of this Agreement, the Company shall issue a press release disclosing describing the material terms of the transactions contemplated by this Agreement and the Transaction Documentshereby. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date execution of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act hereby (the “8-K Filing”). None From and after the filing of the 8-K Filing, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries 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, 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 written consent of such Buyer. Subject to the foregoing, except for the press release to be issued by the Company on or before the first Business Day following the execution of this Agreement, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 Before 9:30 a.m., New York City time, on the first (1st) trading day after Trading Day following the date of this AgreementAmendment, issue a press release disclosing the material Company shall file an Annual Report on Form 10-K with the SEC describing the terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents Amendment in the form required by the Exchange 1934 Act and attaching the form of the Amendments as an exhibit to such filing (including all attachments, the “810-K Filing”). None From and after the filing of the 10-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 10-K Filing. In addition, upon the filing of the 10-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated hereby or as otherwise disclosed in the 10-K Filing, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate. Neither the Company, its Subsidiaries, or Buyer Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file issue a press release or make such other public disclosure with respect to such transactions (i) in substantial conformity with the 810-K Filing and contemporaneously therewith or other public disclosure (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) the Investor 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 Investor (which may be granted or withheld in the Investor’s sole discretion), subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoingexcept as required by applicable law and in any Registration Statement, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates Investor in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date of this Agreement, the Company shall issue a press release disclosing the material describing certain terms of the transactions contemplated by this Agreement and the Transaction Documents. On Documents and on or before 5:30 p.m.9:30 a.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material certain terms of the transactions contemplated by the Transaction Documents and attaching certain Transaction Documents (including, without limitation, this Agreement and by the Transaction Documents in the form of the Registration Rights Agreement) as exhibits to such filing as required by the Exchange 1934 Act (the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 written consent of such Buyer. Neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing or other public disclosure (ii) as is required by applicable Law law and regulations, subject to providing and (B) any Buyer with reasonable opportunity to comment thereonmay make any filings and disclosures required by applicable law, rule or regulation, including any filings and disclosures required under Section 13 or Section 16 of the 1934 Act. Notwithstanding Without the foregoingprior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K FilingRegistration Statement, (y) any registration statement as contemplated by pursuant to the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shallshall file, within the timeframe required under applicable SEC rules, one or more Current Reports on or before 8:30 a.m., New York City time, on Form 8-K with the first (1st) trading day after SEC describing the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement and the Transaction DocumentsRegistration Rights Agreement (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). On Unless required by applicable law or before 5:30 p.m., New York City time, on a rule of the second (2nd) business day after the date of this AgreementPrincipal Market, the Company shall file a Current Report on not make any public announcement regarding the transactions contemplated hereby or the other Transaction Documents prior to the Closing Date. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K describing all with the material terms SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the transactions contemplated by this Agreement confidentiality and by use of such information. Subject to the Transaction Documents in foregoing, neither the form required by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiaries, or Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof), subject to providing Buyer with reasonable opportunity to comment thereonand provided further, that 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. Notwithstanding anything to the foregoingcontrary herein, in the event that the Company believes that a notice or communication to any Buyer contains material, non-public information 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 publicly disclose constitute material, non-public information relating to the name of Buyer Company or any of its Affiliates, the Subsidiaries. Upon receipt or include delivery by the name of Buyer Company or any of its Affiliates the Subsidiaries of any notice in any filing accordance with the SEC or any regulatory agency or Trading Marketterms of the Transaction Documents, without unless the prior consent of Buyer (Company has in good faith determined that the matters relating to such consent notice do not to be unreasonably withheld or delayed)constitute material, except: (a) as required by federal securities Laws in connection with (x) the 8non-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) public information relating to the extent that such disclosure is required by Law Company or Trading Market rules and regulationsthe Subsidiaries, in which case the Company shall provide Buyer with prior notice of within one Business Day after any such disclosure permitted under this clause (b)receipt or delivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on or before the first (1st) trading day after fourth Business Day following the date of this Agreement, ABX Holdings shall issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Escrow Agreement and the material Transaction Documents (including, without limitation, this Agreement, the form of the Notes, the forms of Guarantees and the form of Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None of Subject to the Companyforegoing, its Subsidiariesneither the Companies, or their Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company ABX Holdings shall be entitled, without the prior approval of any Buyer, to file 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 or other public disclosure (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) each Buyer shall be consulted by ABX Holdings in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding neither of the foregoing, the Company Companies nor any of their Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) otherwise except as required by federal securities Laws in connection with (x) the 8-K Filinglaw, (y) any registration statement contemplated by the Registration Rights Agreement, regulation or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)governmental agency.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date execution of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules of this Agreement), the form of Warrants and the form of the Lock-Up Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC. 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 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 five (5) 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law and regulationslaw, subject to providing 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 with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that Statement unless such disclosure is required by Law law, regulation or Trading any Eligible Market rules and regulations, in on which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after this Agreement has been executed, the date of this Agreement, Company shall issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K K, in each case, reasonably acceptable to the Buyers, describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents Documents, in the form required by the Exchange 1934 Act and attaching 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 Notes, the form of the Warrant, the Registration Rights Agreement, the Governance Agreement and the Security Documents as exhibits to such filing (including all attachments), the “8-K Filing”). None Except as required pursuant to the Transaction Documents, 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 that at the Companyapplicable time of determination does not have an Affiliate who serves on the Board, 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. Subject to the foregoing, neither the Company nor any of, its Subsidiaries, or Buyer Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the prior express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)each Buyer; provided, however, that the Company shall be entitled, without the such prior approval of each Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and press release contemplated by this Section 4(i) and contemporaneously therewith and (ii) as is required by applicable Law and regulationslaw, subject to providing 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 with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) any such press release or other public disclosure prior to its release). Except for the 8-K Filing, (y) any registration statement contemplated by Registration Statement required to be filed pursuant to the Registration Rights Agreement, or (z) without the filing prior written consent of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulationsany applicable Buyer, in which case neither the Company nor any of its Subsidiaries or Affiliates shall provide Buyer with prior notice disclose the name of such disclosure permitted under this clause (b)Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on April 5, 2007, the first (1st) trading day after the date of this Agreement, Company shall issue a press release disclosing (the material terms of the transactions contemplated by this Agreement "Initial Press Release") and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Transaction Documents as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). None On or before 8:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall issue a press release (each an "Additional Press Release", and together with the Initial Press Release the "Press Releases") and file a Current Report on Form 8-K with the SEC describing the transactions to be consummated pursuant thereto (the "Additional 8-K Filing," and together with the Initial 8-K Filing, the "8-K Filings"). The Company shall not, and shall cause its 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 Initial 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure Filings and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (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 any applicable Buyer, other than in the 8-K Filings and the Press Releases (which shall be subject to providing Buyer with the reasonable opportunity to comment thereon. Notwithstanding approval of the foregoingInitial Buyers), neither the Company nor any of its subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC public filing, public announcement, press release or any regulatory agency or Trading Marketsimilar public disclosure, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after Business Day following the date execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and hereby (the Transaction Documents"PRESS RELEASE"). On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) business day after Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and the “8form of the Warrants) as exhibits to such filing (including all attachments, the "6-K Filing”FILING"). None From and after the filing of the Press Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in such Press Release. 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer its release). Other than in connection with reasonable opportunity to comment thereon. Notwithstanding the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer (such consent not to be unreasonably withheld in any filing, announcement, release or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, Prior to 9AM EST on the first (1st) trading day after Trading Day immediately following the date execution of this Agreement, Xxxxxx Digital shall issue a press release (the “Press Release”) disclosing the all material terms of the transactions contemplated by this Agreement and the Transaction Documentshereby. On or before 5:30 p.m., New York City time, on the second (2nd) fourth business day after following the date of this Agreementhereof, Xxxxxx Digital shall arrange for the Company shall to file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents Offerings in the form required by the Exchange Act (1934 Act, and attaching the “8-K Filing”)required documents as exhibits to such filing. None From and after the issuance of the CompanyPress 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 officers, directors, employees or agents in connection with the transactions contemplated by the this Agreement. Subject to the foregoing, neither Xxxxxx Digital, its Subsidiaries, or affiliates nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company Xxxxxx Digital shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided that each Buyer shall be consulted by Xxxxxx Digital in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company Xxxxxx Digital shall not publicly and shall cause its affiliates not to disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to except as may be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules applicable law and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by any documents relating to the Transaction Documents issuance of the Replacement Warrants in the form required by the Securities Exchange Act of 1934, as amended, and attaching the material transaction documents (including, without limitation, this Agreement and the “form of the Replacement Warrants) as exhibits to such filing (including all attachments, the "8-K Filing”", and the description and attachments, the "8-K Materials"). None From and after the filing of the 8-K Filing with the SEC, the Investors shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or Buyer 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 Investor 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 written consent of such Investor. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoing, applicable rules and regulations of the Trading Market (as such term is defined in the Securities Purchase Agreement) (provided that in the case of clause (i) the Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m.5:30 p.m., New York City time, on the first fourth (1st4th) trading business day after the date of this Agreement, issue a press release (the “Press Release”) disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second fourth (2nd4th) 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 this Agreement and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None As of the filing of the 8-K Filing, to the knowledge of the Company, the Company shall have publicly disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file 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 or other public disclosure and (ii) as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its AffiliatesBuyer, or include the name of any Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of Buyer (such consent not to be unreasonably withheld or delayed)Buyer, except: (a) as required by federal securities Laws Law in connection with (xi) the 8-K Filing, (yii) any registration statement contemplated by the Registration Rights Agreement, or Agreement and (ziii) the filing of this Agreement and the final Transaction Documents with the SEC; SEC and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer the Buyers with prior notice of such disclosure permitted under this clause (b). It is understood that, by execution of this Agreement, LSVM authorizes the Company to publicly disclose LSVM’s identity as a Buyer hereunder.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day As soon as practicable after the date Amendment and Restatement Closing Date and in any event within the time period required under the rules and regulations of this Agreementthe SEC, issue the Issuer shall file a press release disclosing Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Additional Transaction Documents in the form required by the Exchange Act and attaching this Agreement and the Additional Transaction Documents as exhibits to such filing (collectively, the “8-K Filing”); provided, however, the Issuer shall not file the 8-K Filing or any amendment or supplement thereto with the SEC without first providing a copy of such document, in draft form, to the Note Holder and affording the Note Holder a reasonable opportunity to review and comment thereon, and the Issuer shall consider any Note Holder comments on the 8-K Filing in good faith and use reasonable efforts to incorporate such comments. None of Except for the Companyforegoing, its Subsidiariesneither the Issuer, or Buyer any other Subject Company nor the Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of Buyerthe Note Purchaser, to file make any press release or other public disclosure with respect to such transactions, (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations or Nasdaq rules (provided that the foregoing, Note Purchaser shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws Issuer in connection with (x) any such press release or other public disclosure a reasonable period prior to its release). Except for the 8-K Filing, (y) the Proxy Statement, any registration statement contemplated by required to be filed pursuant to the Registration Rights Agreement, Agreement or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is as otherwise required by Law law, without the prior written consent of any applicable Note Purchaser, neither the Issuer nor any of its Subsidiaries or Trading Market rules and regulationsAffiliates shall disclose the name of the Note Purchaser in any filing, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms and conditions of the transactions contemplated by the this Agreement and by the Transaction Documents in the form required by the Exchange Act and attaching the Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). None The Company hereby acknowledges that, immediately following such filing of the Company8-K Filing, none of the Purchasers shall be in possession of any material non-public information regarding the Company provided by the Company or its Subsidiariesagents. The Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment adviser of the Purchaser, or Buyer include the name of any Purchaser or any Affiliate or investment adviser of the Purchaser in any filing with the Commission (other than in a Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic report or current report filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations, in which case the Company shall provide each Purchaser whose name is to be disclosed with prior notice of such disclosure and a reasonable opportunity to comment on the proposed disclosure insofar as it relates specifically to such Purchaser. Subject to the foregoing, neither the Company nor the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the express prior written consent of all of the other parties to this Agreement (party, such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the “form of the Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). None 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 written consent of such Buyer. From and after the deadline specified above, if a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations. Without the prior written consent of any applicable Buyer, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this AgreementNovember 12, 2004, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and the Transaction Documentshereby. On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) business day after the date of this AgreementNovember 12, 2004, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”FILING"). None 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 any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)otherwise; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on March 1, 2007, the first (1st) trading day after the date of this Agreement, Company shall issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and the Transaction Documentshereby. On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the Registration Rights Agreement and the form of Warrant) (including all attachments, the “8-K Filing”). None Upon the filing of the 8-K Filing with the SEC, the Company shall have disclosed any material nonpublic information delivered to the Buyers by the Company or 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 disclose the identity of any Buyer in any filing with the SEC except as required by the rules and regulations of the SEC thereunder or as otherwise required by law. 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 written consent of such Buyer. 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 and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall notify the Company, and if the Company does not make public disclosure of such material nonpublic information within two (2) Business Days of such notification, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and substantially contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act Act, and attaching this Agreement as exhibits to such filing (including all attachments, the “"8-K Filing”"). None From and after the filing of the 8-K Filing with the SEC, no Investor shall be in possession of any material, nonpublic information received from the Company, or any of its Subsidiariesrespective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its officers, directors, employees and agents, not to, provide any Investor with any material nonpublic information regarding the Company from and after the filing of the 8-K Filing with the SEC without the express written consent of such Investor. In the event of a breach of the covenant contained in the foregoing sentence by the Company, or Buyer any of its officers, directors, employees and agents, in addition to any other remedy provided herein, 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 nonpublic information without the prior approval by the Company, or any of its officers, directors, employees or agents. No Investor shall have any liability to the Company, or any of its officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) each Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on At or before 8:30 a.m.a.m. (Eastern Time) on August 13, New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement2007, the Company shall file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing all the material terms of the transactions contemplated by this Agreement and by including as an exhibit to the Transaction Documents Announcing Form 8-K this Agreement, in the form required by the Exchange Act (1934 Act, and neither the “Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement prior to such filing of the Announcing 8-K. From and after the filing of the Announcing Form 8-K Filing”)with the SEC, the Investor shall not be in possession of any material nonpublic information received from the Company or any of its respective officers, directors, employees or agents. None The Company shall not, and shall cause each of its respective officers, directors, employees and agents not to, provide the Investor with any material nonpublic information regarding the Company from and after the filing of the CompanyAnnouncing Form 8-K with the SEC without the express written consent of the Investor. Subject to the foregoing and except for the Announcing Form 8-K, its Subsidiaries, or Buyer neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by disclosing the Transaction Documents without the express written consent of all name of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)Investor; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations or as directed by the Principal Market (provided that, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding in any such case the foregoing, Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) any such press release or other public disclosure prior to its release). “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, City of New York are authorized or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)law to remain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, forms of the Note, the Warrant, the AIR, the Registration Rights Agreement, the Lock-up Agreement and the Security Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and to which Current Report the Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). None For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Florida generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) above, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, each Purchaser shall be notified by the Company (although the consent of such Purchaser shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, As soon as practicable on the first (1st) trading day after Trading Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the “form of the Certificate of Designations, the form of Warrant 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 with the SEC, no Buyer shall be in possession of any material, nonpublic information 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, 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 written consent of such Buyer; PROVIDED, HOWEVER, that an attempt by the Company to comply with the provisions of Section 4(m) hereof shall not be deemed to violate this Section 4(i). None of Subject to the Companyforegoing, its Subsidiaries, or neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company (although the consent of such Buyer shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the “form of Certificate of Designations and the Registration Rights Agreement) (including all attachments, the "8-K Filing”"). None From and after the 8-K Filing, the Company shall have disclosed any material nonpublic information delivered to the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or 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 Company or any of its Subsidiaries from and after the 8-K Filing with the SEC without the express written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date execution of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules of this Agreement), the “form of Lock-Up Agreement and the form of Warrants) as exhibits to such filing (including all attachments, the "8-K Filing”"). None As of immediately following the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing or in prior filings with the SEC. 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 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, 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 but shall send the Company the press release prior to dissemination and in good faith consider suggestions the Company may have. No Buyer 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, its Subsidiaries or any of its or their respective officers, directors, employees, stockholders or agents deliver 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law and regulationslaw, subject to providing 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 with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that Statement unless such disclosure is required by Law law, regulation or Trading any Eligible Market rules and regulations, in on which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Company's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. The Company shallshall not, on and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any Investor with any material nonpublic information regarding the Company or before 8:30 a.m., New York City time, on the first (1st) trading day any Subsidiary from and after the date Closing Date without the express written consent of this Agreement, issue such Investor. In the event of a press release disclosing the material terms breach of the transactions contemplated foregoing covenant by this Agreement the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents. On or before 5:30 p.m., New York City timesuch Investor shall have the right to demand that the Company make a public disclosure, on and if the second (2nd) Company fails to do so within five business day after the date of this Agreementdays, the Company shall file Investor may make a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents public disclosure, in the form required of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiarieseach Subsidiary, or Buyer each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at least one day prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the express written consent of all prior approval of the other parties to this Agreement (such consent party; which approval shall not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of Buyerany Investor, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable Law law and regulations, subject including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall be provided a copy of any proposed press release to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, be issued by the Company shall not publicly disclose the name of Buyer or any of at least one day prior to its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (brelease).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on or before the first (1st) trading day after fourth Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by on which this Agreement is executed and delivered by the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementparties hereto, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None The Company acknowledges and agrees that, from and after the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Commission without the express written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyer, entitled to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereonincluding the applicable rules and regulations of the American Stock Exchange. Notwithstanding the foregoing, the Company (i) shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing provide each Purchaser with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not a reasonable opportunity to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) review and comment on the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) press release related thereto and any other public disclosure related thereto prior to the filing of this Agreement and the final Transaction Documents with the SEC; or issuance thereof and (bii) to the extent that such disclosure is except as required by Law applicable law shall not use the name of any Purchaser in the 8-K Filing or Trading Market rules and regulations, in which case such press release or other public disclosure without the Company shall provide Buyer with prior notice written consent of such disclosure permitted under this clause (b)Purchaser.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, (x) issue a press release (the “Press Release”) disclosing all the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second Documents and (2ndy) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form and to the extent required by the Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the “8-K Filing”form of the Registration Rights Agreement and the form of the Warrants). None From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Investors by the Company, or any of its Subsidiariesofficers, directors, employees or Buyer agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide any Investor with any material, non-public information regarding the Company from and after the issuance of the Press Release without the express prior written consent of such Investor. Neither the Company nor any Investor shall issue any other press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; providedprovided , howeverhowever , that the Company shall be entitled, without the prior approval of Buyerany Investor, to file 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 Investor 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 Investor, the Company shall not disclose the name of such Investor in any filing (other than the 8-K Filing or other public disclosure as is otherwise required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayedApplicable Law), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filingannouncement, (y) any registration statement contemplated by the Registration Rights Agreement, release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this AgreementOctober 27, 2004, issue a press release reasonably acceptable to the Purchaser disclosing the all material terms of the transactions contemplated by this Agreement hereby and the Transaction Documentscomplying with applicable Commission rules. On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) first business day after following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). None The Company shall not, and shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Purchaser with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the Companypress release referred to in the first sentence of this Section without the express written consent of the Purchaser. Subject to the foregoing, its Subsidiaries, or Buyer neither the Company nor the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or by the Transaction Documents otherwise without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)Purchaser's consent; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoing, applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Purchaser shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after fourth 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching (unless the Company shall elect to defer the filing of exhibits as permitted by the 0000 Xxx) the material Transaction Documents (including, without limitation, this Agreement, the Certificate of Designations and the form of Warrants) (including all attachments, the “8-K Filing”). None 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 Buyer (or its transferee) 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 written consent of Buyer (or its transferee). Subject to the foregoing, none of the Company, its Subsidiaries, Subsidiaries or Buyer (or its transferee) shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of BuyerBuyer (or its transferee), to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (i) Buyer (or its transferee) shall be consulted (to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, extent reasonably practicable) by the Company in connection with any such press release or other public disclosure prior to its release). Except as set forth above, without the prior written consent of any applicable Buyer (or its transferee), neither the Company nor any of its Subsidiaries shall not publicly disclose the name of Buyer (or any of its Affiliates, or include the name of Buyer or any of its Affiliates transferee) in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shallCompany, on or before 8:30 9:00 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this AgreementAgreement (the “Disclosure Deadline”), shall issue a one or more press release disclosing releases (the material terms of “Press Release”) and file with the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Purchase Agreement and the Press Release, disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Travere or their respective officers, directors, employees, agents, including the Placement Agents, or any other Person acting at the direction or on behalf of the Company or Travere has provided to the Purchasers in connection with the transactions contemplated by this Agreement or the Purchase Agreement prior to the filing of the Disclosure Document (which includes the material terms of the transactions contemplated by this hereby, the material terms of the Purchase Agreement and by the Transaction Documents in transactions contemplated thereby and any other material non-public information made available to the form required by the Exchange Act (the “8-K Filing”Purchasers). None The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Purchaser shall be in possession of any material, nonpublic information received from the Company, its SubsidiariesTravere or their respective officers, directors, employees, agents, including Placement Agents, or Buyer other Person acting at their direction or on their behalf. The Company shall issue any press releases or not, and shall cause Travere and its officers, directors, employees, agents, including the Placement Agents, and any other public statements with respect to the transactions contemplated by this Agreement Person acting at their direction or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent on their behalf not to be unreasonably withheld or delayed); providedto, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliatesany Purchaser, or include the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliates any Purchaser without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the SEC Commission or any regulatory agency or Trading Markettrading market, without the prior consent of Buyer except (such consent not to be unreasonably withheld or delayed), except: (aA) as required by the federal securities Laws in connection with (x) the 8-K Filinglaws, rules or regulations, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (bB) to the extent that such disclosure is required by Law other laws, rules or Trading Market rules and regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which the Company’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in which accordance with this Section ‎5.02, and in the case of any disclosure made pursuant to clause (ii), the Company shall will provide Buyer such Purchaser with prior written notice (including by e-mail) of and an opportunity to review and comment on the applicable portion of such disclosure permitted filing. Upon the earlier of (i) the Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under this clause (b)any current agreement, whether written or oral, with the Company, Travere or their respective officers, directors, Affiliates, employees or agents, or any other Person, including the Placement Agents, acting at their direction or on their behalf.

Disclosure of Transactions and Other Material Information. The Company shall, on (i) Contemporaneous with or before 8:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 4:00 p.m. (New York City time) on the fourth Business Day following the Initial Closing Date, and prior to 4:00 p.m. (New York City time) on the first Business Day following each Subsequent Closing Date, the Company shall file a Form 8-K (1steach, an “Announcing Form 8-K”) trading day after with the date of this Agreement, issue a press release disclosing SEC. Each Announcing Form 8-K (x) shall describe the material terms of the transactions contemplated by this Agreement and the Transaction Documents, including the purchase of the Notes and Warrants, (y) shall include as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Registration Rights Agreement, the form of Company and Subsidiary Pledge Agreement, the form of Security Agreement, the form of Account Control Agreement, the form of Subsidiary Guaranty, the form of Shareholder Guaranty and the form of Shareholder Pledge Agreement, the form of Note and the form of Warrant, and (z) shall include any other information required to be disclosed therein pursuant to any Securities Laws or other Laws. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementUnless required by Law, the Company shall file a Current Report on Form 8-K describing all the material terms of not make any public announcement regarding the transactions contemplated by hereby prior to each Closing. Subject to the agreements and covenants set forth in this Agreement and by Section 4(i), the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiaries, or Buyer Company shall not issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (B) as is required by applicable Law (provided; however, that the Buyers shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and regulationsshall be provided with a copy thereof). (ii) From and after the filing of each Announcing Form 8-K with the SEC, subject no Buyer purchasing Notes and Warrants at the Closing that triggered the obligation to providing Buyer with reasonable opportunity to comment thereonfile such Announcing Form 8-K shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not publicly disclose to, provide any Buyer purchasing Notes and Warrants at the name of Buyer Closing that triggered the obligation to file such Announcing Form 8-K with any material nonpublic information regarding the 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. In the event that a Buyer believes that the Company, any of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or include agents has breached the name foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) make public disclosure of the claimed material nonpublic information provided to such Buyer by the end of the second full Business Day following receipt of the notice provided for in the immediately preceding sentence, then, 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 nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its Affiliates or their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees, stockholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any filing Buyer or Investor (as defined in Section 4(j)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor 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 its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in accordance with the SEC or any regulatory agency or Trading Marketterms of the Transaction Documents, without unless the prior consent of Buyer (Company has in good faith determined that the matters relating to such consent notice do not to be unreasonably withheld or delayed)constitute material, except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) nonpublic information relating to the extent that such disclosure is required by Law Company or Trading Market rules and regulationsits Subsidiaries, in which case the Company shall provide Buyer with prior notice of within one Business Day after any such disclosure permitted under this clause (b)receipt or delivery Publicly Disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading business day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to _________ disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 hereby. From and after the issuance of the Press Release, the Company shall have disclosed all material, nonpublic information delivered to _________ by this Agreement and the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents in Documents. Subject to the form required by foregoing, and except for the Exchange Act (the “8filing of a Current Report on Form 6-K Filing”). None and the filing of the Prospectus Supplement, none of the Company, its Subsidiariessubsidiaries, _________ or Buyer any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereto; provided, however, that each of the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other and GenScript Biotech Corporation may make public disclosure with respect to such transactions as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereonthe prior review of _________, and Company shall in good faith reasonably consider any comments from _________ received reasonably in advance of the anticipated date of disclosure. Notwithstanding Without the foregoingprior written consent of any applicable Purchaser, the Company shall not publicly (and shall cause each of its subsidiaries and affiliates to not) disclose the name of Buyer such Purchaser or any of its Affiliates, or include the name of Buyer or any of its Affiliates _________ in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: except (a) as required by federal securities Laws law in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents (including signature pages thereto) with the SEC; SEC and (b) to the extent that such disclosure is required by Law law or Trading Market rules and Nasdaq regulations, in which case the Company shall provide Buyer the applicable Purchasers with prior notice of such disclosure permitted under this clause (b)hereunder.

Disclosure of Transactions and Other Material Information. The On or before the Disclosure Time (as defined below), the Company shall, on or before 8:30 a.m., New York City time, on after receiving approval by the first Lead Investor (1st) trading day after the date of this Agreementwhich approval shall not be unreasonably withheld), issue a press release disclosing and furnish a Report of Foreign Private Issuer on Form 6-K describing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement)) and the “8form of Certificate of Designations as exhibits to such filing (including all attachments, the "6-K Filing”"). None As of immediately following the furnishing of the 6-K Filing to the SEC, no Buyer shall be in possession of any material, non-public information received from the Company, any of its Significant Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not disclosed in the 6-K Filing or in prior filings with (or in documents furnished to) the SEC. In addition, effective upon furnishing the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Significant Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. The Company shall not, and shall cause each of its Significant 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 Significant Subsidiaries from and after the date hereof without the express written consent of such Buyer, except with respect to the occurrence of a Triggering Event (as defined in the Certificate of Designations) the disclosure of which shall be governed by the Certificate of Designations. To the extent that the Company, its SubsidiariesSignificant Subsidiaries or any of its or their respective officers, directors, employees, affiliates or agents delivers any material, non-public information to a Buyer without such Buyer's prior written consent, except with respect to the occurrence of a Triggering Event the disclosure of which shall be governed by the Certificate of Designations, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Significant Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or Buyer a duty to the Company, any of its Significant 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 nor any of its Significant Subsidiaries shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the prior express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)each Buyer; provided, however, that the Company shall be entitled, without the such prior approval of each Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and press release contemplated by this Section 4(j) and (ii) as is required by applicable Law and regulationslaw, subject to providing 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 with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 Significant Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that Statement unless such disclosure is required by Law 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 Market rules Day, 8:31 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 Lead Investor, or (ii) if this Agreement is signed between midnight (New York City time) and regulations8:30 a.m. (New York City time) on any Trading Day, in which case no later than 8:31 a.m. (New York City time) on the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)date hereof, unless otherwise instructed as to an earlier time by the Lead Investor.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report of Foreign Private Issuer on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all exhibits and schedules to this Agreement, other than the Disclosure Schedules), and the form of the Registration Rights Agreement) (including all attachments, the “86-K Filing”); provided, however, that if the Company issues a press release on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, which press release contains a description of all material terms of the transactions contemplated by the Transaction Documents, the Company shall be permitted to make the 6-K Filing on or before 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement. None From and after the issuance of the press release or 6-K Filing, whichever is earlier, 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. From and after the Closing Date, 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, without the express prior written consent of such Buyer. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (including, subject 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 providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly (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 information regarding the Company or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 9:00 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Subscriber disclosing all the material terms of the transactions contemplated by this Agreement and the Transaction Documentstransaction documents. On or before 5:30 p.m., New York City time, on the second first (2nd1st) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching this Agreement (and all schedules to this Agreement) (including all attachments, the “8-K Filing”). None From and after the issuance of the CompanyPress Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Subscribers by the Company or any of its Subsidiaries, or Buyer any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide any Subscriber with any material, non-public information regarding the Company or the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Subscriber. Subject to the foregoing, neither the Company, any Subsidiary nor any Subscriber shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of Buyerany Subscriber, to file make any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (B) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (A) each Subscriber shall receive an advanced draft of any such press release or other public disclosure prior to providing Buyer with reasonable opportunity its release) and (ii) each Subscriber may make such filings as may be required under Section 13 and Section 16 of the 1934 Act. Without the prior written consent of the applicable Subscriber and notwithstanding anything to comment thereon. Notwithstanding the foregoingcontrary in this Agreement and except as a selling shareholder in the registration statement required hereunder, the Company shall not publicly (and shall cause the Subsidiaries and affiliates to not) disclose the name of Buyer such Subscriber or any affiliate of its Affiliates, or include the name of Buyer or any of its Affiliates Subscriber in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Subscriber.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the “"8-K Filing”"). None From and after the filing of the 8-K Filing with the Commission, the Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Commission without the express written consent of the Purchaser. Neither the Company nor the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoingapplicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 6.00 pm ET, New York City Time, on January 19, 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement and the Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). None The Company shall not, and shall cause each of its subsidiaries and each of their respective officers, directors, employees and agents, not to, provide the Purchaser with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the Companypress release referred to in the first sentence of this Section without the express written consent of the Purchaser. Subject to the foregoing, its Subsidiaries, or Buyer neither the Company nor the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or by the Transaction Documents otherwise without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoing, applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Purchaser shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the Registration Rights Agreement and the Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, without its consent, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 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 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 such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations. Without the prior written consent of any applicable Buyer, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or Affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise., without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulationsthe Principal Market. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in which case the Company shall provide Buyer with prior notice The City of such disclosure permitted under this clause (b)New York are authorized or required by law to remain closed.

Disclosure of Transactions and Other Material Information. (i) The Company shall, on or before 8:30 a.m., New York City time, shall not later than 5:30 p.m. (Eastern Time) on the first fourth (1st4th) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement execution and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all with the material SEC (the “Announcing Form 8-K”). The Announcing Form 8-K (A) shall describe the terms of this Agreement and the other Transaction Documents and the transactions contemplated by hereby and thereby, (B) shall include, as exhibits to such Form 8-K, this Agreement and by (excluding the Transaction Documents in the schedules hereto), a form required by the Exchange Act (the “8-K Filing”). None of the CompanyNotes, its Subsidiariesa form of the Warrants, the Subsidiary Guaranty, the Intercreditor Agreement Amendment, the June 2009 Amendment and a form of the Mortgage Amendments, and (C) shall include any other information required to be disclosed therein pursuant to any securities Laws or Buyer other Laws. As used in this Agreement, “Laws” means all present or future federal, state local or foreign laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Entity. (ii) Subject to the agreements and covenants set forth in this Section 5(i), the Company shall not issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents name of any Buyer, without the express written consent prior approval of all of the other parties to this Agreement (any such consent not to be unreasonably withheld or delayed)Buyer; provided, however, that the Company shall be entitled, without the prior approval of any such Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (B) as is required by applicable Law Law, including as is required by Form 8-K or any successor form thereto (provided that such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and regulationsshall be provided with a copy thereof upon request). (iii) The Company represents, warrants and covenants to the Buyers that, from and after the filing of the Announcing Form 8-K with the SEC (subject to providing Section 5(m)), no Buyer with reasonable opportunity to comment thereonshall be in possession of any material nonpublic information received from the Company, any of the Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of the Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of Buyer the Subsidiaries from and after the filing of the Announcing Form 8-K with the SEC, without the express prior written consent of the Buyers. In the event of a breach of the foregoing covenant by the Company, any of the Subsidiaries, or any of its Affiliatesor their respective officers, directors, employees and agents, in addition to any other remedy provided herein or include in the name Transaction Documents, the Buyers shall have the right to make a public disclosure in the form of Buyer a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, the Subsidiaries, or any of its Affiliates in or their respective officers, directors, employees or agents. The Buyers shall not have any filing with liability to the SEC Company, any of the Subsidiaries or any regulatory agency of its or Trading Markettheir respective officers, without the prior consent of Buyer (directors, employees, shareholders or agents for any such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) disclosure. Notwithstanding anything to the extent that such disclosure is required by Law or Trading Market rules and regulationscontrary herein, in which case the event that the Company believes that a notice or communication to any Buyer contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall provide Buyer so indicate to the Buyers contemporaneously with prior notice delivery of such disclosure permitted under this clause (b)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, 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.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Certificate of Designations, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, so long as a Buyer does not exercise its right to have an observer at meetings of the Company’s Board of Directors, such Buyer shall not be in possession of any material, nonpublic information actually provided by the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents, that was not specifically requested by such Buyer and 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 any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC not directly solicited by such Buyer, except in connection with such Buyer’s exercise of its right to have an observer attend meetings of the Company’s Board of Directors. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, shall be consulted by the Company (although the consent of such Buyer shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching 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 Pledge Agreement, the form of the Voting Agreement and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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, it shall provide 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after After the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementhereof, the Company shall file 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, without the express prior written consent of such Buyer. In the event of a Current Report on Form 8-K describing all the material terms breach of any of the transactions contemplated by this Agreement and 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 Documents, such Buyer shall have the right to make a public disclosure, in the form required of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Exchange Act (Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the “8-K Filing”)Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. None of Subject to the foregoing, neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (including, subject 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 providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly (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 information regarding the Company or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before No later than 5:30 p.m., New York City time, on the second (2nd) business day after fourth Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Registration Rights Agreement) as exhibits to such filing. In the event that the Merger does not close on or prior to such date, then on or prior to 5:30 p.m. on November 15, 2019, the Company shall issue a press release and file a current report on Form 8-K (including all exhibits, the “8-K Filing”)) disclosing any material non-public information disclosed to the Buyers hereunder and from and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. None 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 written consent of such Buyer. Neither the Company, its Subsidiaries, or Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyer, entitled to file the 8-K Filing make any press release or other public disclosure as is required by with respect to such transactions. Without the prior written consent of any applicable Law and regulationsBuyer, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m.8.30 am, New York City timeTime, on the first (1st) trading day after Trading Day following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by any documents relating to the Transaction Documents issuance of Conversion Common Stock in the form required by the Exchange Act Act, and attaching the material transaction documents (including, without limitation, this Agreement), as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). None From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or Buyer 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 Investor 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 written consent of such Investor. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoing, applicable rules and regulations of the Trading Market (provided that in the case of clause (i) the Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement and the “8form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "6-K Filing”"). None From and after the filing of the 6-K Filing with the SEC, the Buyer shall not be in possession of any material, nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the 6-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents, not to, provide the Buyer with any material, nonpublic information regarding the Company from and after the filing of the 6-K Filing with the SEC without the express written consent of the Buyer. If the Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, its Subsidiariesit shall provide the Company with written notice thereof. The Company shall, or within one (1) trading day of receipt of such notice, make public disclosure of such material, nonpublic information. Neither the Company nor the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) the Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 Buyer, neither the Company nor any affiliates shall not publicly disclose the name of the Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws otherwise other than in connection with (x) the 8-K FilingRegistration Statement, (y) any registration statement as defined in the Registration Rights Agreement), as contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement hereby and all other material nonpublic information provided to the Transaction DocumentsBuyers from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents (the “Press Release”). On or before 5:30 p.m.8:30 a.m., New York City time, on the second (2nd) business day after Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement, the form of Notes and the form of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). None From and after the filing of the 6-K Filing, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in such Press Release. 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer its release). Other than in connection with reasonable opportunity to comment thereon. Notwithstanding the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer (such consent not to be unreasonably withheld in any filing, announcement, release or delayed)otherwise. As used herein, except: (a) as “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, the Hong Kong Special Administrative Region or the Peoples Republic of China are authorized or required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) law to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)remain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after fourth Business Day following the date of this Agreement, issue a press release disclosing Agreement (the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement"8-K Filing Time"), the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents hereby in the form required by the Exchange 1934 Act and attaching the material Transaction Documents that have not previously been filed with the Commission by the Company (including, without limitation, this Agreement and the “form of the Exchanged Warrant) as exhibits to such filing (including all attachments, the "8-K Filing”"). None The Company hereby represents and warrants to the Investor that from and after the filing of the 8-K Filing with the Commission, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or Buyer 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 Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filing with the Commission without the express written consent of the Investor. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) the Investor 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 the Investor, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates Investor in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeEastern Daylight Savings Time, on the first (1st) trading day after Business Day following the date execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and hereby (the Transaction Documents"Press Release"). On or before 5:30 p.m.8:30 a.m., New York City timeEastern Daylight Savings Time, on the second (2nd) business day after first Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and the “form of the Warrants) as exhibits to such filing (including all attachments, the "8-K Filing”"). None The Company acknowledges and covenants that from and after the filing of the Press Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in such Press Release. 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject including the applicable rules and regulations of any securities 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 providing Buyer its release). Other than in connection with reasonable opportunity to comment thereon. Notwithstanding the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer (such consent not to be unreasonably withheld in any filing, announcement, release or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after this Agreement has been executed, the date of this Agreement, Company shall issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Registration Rights Agreement, the form of Lock-Up Agreement and the form of Voting Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. 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 and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 9:00 a.m., New York City time, on the first (1st) trading fourth business day after the date of this Agreement, issue a press release disclosing the material terms following closing of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementoffering, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Offering Documents in the form required by the Exchange Act and attaching the material Offering Documents (including, without limitation, this Subscription Agreement, the “form of Note and the form of Warrant) as exhibits to such filing (including all attachments, the "8-K Filing”FILING"). None 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 Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Company, its Subsidiaries, or Buyer 8-K Filing with the SEC without the express written consent of the Investor. Neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure (ii) as is may be required by applicable Law and regulationslaw, subject to providing Buyer with reasonable opportunity to comment thereonrule or regulation. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer or any of its Affiliatesthe Investor, or include the name of Buyer or any of its Affiliates the Investor in any filing with the SEC or any regulatory agency or Trading Marketagency, without the prior written consent of Buyer the Investor, except (such consent not to be unreasonably withheld i) for disclosure thereof which is required in the 8-K Filing or delayed), except: Registration Statement or (aii) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) law or Exchange regulations or any registration statement contemplated by the Registration Rights Agreement, order of any court or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulationsother governmental agency, in which case the Company shall provide Buyer the Investor with prior notice of such disclosure permitted under this clause (b)disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after fourth 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching (unless the Company shall elect to defer the filing of exhibits as permitted by the 0000 Xxx) the material Transaction Documents (including, without limitation, this Agreement) (including all attachments, the “8-K Filing”). None 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 Exchangor (or its transferee) 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 written consent of Exchangor (or its transferee), provided that notwithstanding the foregoing, following the 8-K Filing, Exchangor may provide to its members and prospective members a description of the transactions contemplated by this Agreement, which description shall include only the information included in such 8-K filing and any subsequent press releases and filings with the United States Securities and Exchange Commission. Subject to the foregoing, none of the Company, its Subsidiaries, Subsidiaries or Buyer Exchangor (or its transferee) shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of BuyerExchangor (or its transferee), to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject regulations (provided that in the case of clause (i) Exchangor (or its transferee) shall be consulted (to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, extent reasonably practicable) by the Company in connection with any such press release or other public disclosure prior to its release). Except as set forth above, without the prior written consent of any applicable Exchangor (or its transferee), neither the Company nor any of its Subsidiaries shall not publicly disclose the name of Buyer Exchangor (or any of its Affiliates, or include the name of Buyer or any of its Affiliates transferee) in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Security Documents, the form of the Notes and the form of the Warrants) (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, 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, not to, provide the Investor 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 written consent of the Investor. Subject to the foregoing, neither the Company, its Subsidiaries, or Buyer Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) the Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, the “form of Certificate of Designations, the form of Warrant, 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”"). None Upon the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information 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, 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 written consent of such Buyer or as may be required under the terms of the Transaction Documents. 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 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after the date of this AgreementMay 16, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement2008, the Company shall file a Current Report on Form 8-K describing all the material terms of Acquisition and the transactions contemplated by this Agreement and attaching the material documents related to the Acquisition required to be furnished therewith and the terms of the transactions contemplated by the Transaction Documents in and attaching the material Transaction Documents (including, without limitation, this Agreement, the Indenture, the form required by of the Exchange Act Debentures and the Registration Rights Agreement) as exhibits to such filing (including all exhibits, the “8-K Filing”). None From and after the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or Buyer 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 Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the 8-K Filing with the Commission without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations including the foregoing, NASDAQ Marketplace Rules (provided that in the case of clause (i) each Purchaser 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 Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates such Purchaser in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day following the date execution and delivery of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) 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 this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the “form of each of the Notes, the Warrants and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). None From and after the filing of the 8-K Filing, no Buyer shall be in possession of any material, nonpublic information provided to them by the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in such 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 any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing its release). Except as otherwise required by law, without the prior written consent of any applicable Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing(which consent shall not be unreasonably withheld), the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementfourth Business Day following each Closing Date, the Company Principal Borrower shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching this Agreement and the form of Note (including all attachments, the “8-K Filing”). None The Principal Borrower shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review each 8-K Filing prior to the filing thereof. Any material non-public information provided by any Borrower to any Lender in connection with the transactions contemplated hereby shall be included by the Principal Borrower within the aforementioned 8-K Filing. From and after the filing of each 8-K Filing with the SEC, the Principal Borrower represents and acknowledges that no Lender shall be in possession of any material non-public information received from any of the CompanyBorrowers, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. Each of the Borrowers shall not, and shall cause each of their respective officers, directors, employees and agents not to, provide any Lender with any material non-public information regarding the Principal Borrower 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 Lender or as otherwise expressly required by this Agreement. In the event of a breach of the foregoing covenant by any of the Borrowers or any of their respective officers, directors, employees or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Lender may, but shall not be obligated to, notify the Principal Borrower of such breach and the material non-public information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, the Principal Borrower shall either (a) deliver a notice to such Lender certifying that such material non-public information has already been publicly disclosed by the Principal Borrower or (b) make a public disclosure, in the form of a press release, public advertisement, Form 8-K or otherwise, of such material non-public information. In the event that the Principal Borrower believes that a notice delivered pursuant to this Agreement contains material non-public information relating to itself, the other Borrowers or their Subsidiaries, the Principal Borrower shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material non-public information relating to the Principal Borrower or its Subsidiaries. Subject to the foregoing provisions of this Section 8.26, or Buyer neither any of the Borrowers nor any Lender shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of Buyerany Lender, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided, subject that in the case of clause (i) each Lender shall be consulted by the Principal Borrower in connection with any such press release or other public disclosure prior to providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of any applicable Lender, none of the Company Borrowers shall not publicly disclose the name of Buyer any Lender or any of its Affiliates, or include the name of Buyer or any of its Affiliates affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as otherwise unless required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)law.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 11:30 a.m., New York City CST time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information 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, 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 written consent of such Buyer or as may be required under the terms of the Transaction Documents. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide 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 the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law law, regulation or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after Business Day following the date of this Agreement, the 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of the Warrants and the form of the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). None of No Buyer 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. 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 by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day after Business Day following the date execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement and hereby (the Transaction Documents“Press Release”). On or before 5:30 p.m.8:30 a.m., New York City timeTime, on the second (2nd) business day after Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and the form of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). None From and after the filing of the Press Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of its respective officers, directors, employees or agents that is not disclosed in such Press Release. 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 press release referred to in the first sentence of this Section without the express written consent of such Buyer. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 6-K Filing and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer its release). Other than in connection with reasonable opportunity to comment thereon. Notwithstanding the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Buyer (such consent not to be unreasonably withheld in any filing, announcement, release or delayed)otherwise. As used herein, except: (a) as “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in Txx Xxxx xx Xxx Xxxx, Xxxx Xxxx or China are authorized or required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) law to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)remain closed.

Disclosure of Transactions and Other Material Information. The Company shallBefore 9:30 a.m., New York Time, on or the first business day following the Effective Date of this Agreement (provided that each Investor has executed and delivered a counterpart of this Agreement before 8:30 a.m., New York City timeTime, on such date and time), the first (1st) trading day after the date of this Agreement, Company will issue a press release disclosing describing the material terms of the transactions contemplated by this Agreement and the Transaction DocumentsDocuments (the "Press Release"). On or before 5:30 p.m.In addition, New York City time, on the second (2nd) within one business day after following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and the “Registration Rights Agreement) as exhibits to such filing (including all attachments, the "8-K Filing”"). None From and after issuing the Press Release, no Investor shall be in possession of any material, nonpublic information received from the Company 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 officers, directors, employees and agents, not to, provide any Investor with any material, nonpublic information regarding the Company from and after the filing of the Company, its Subsidiaries, or Buyer Press Release without the express written consent of such Investor. Neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) Schulte Roth & Zabel LLP shall be consulted by the Company shall not publicly disclose the name of Buyer in connxxxxxx wxxx any xxxx press release or any of other public disclosure prior to its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (brelease).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day Business Day after the date of this Agreementhereof, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents hereby in the form required by the Exchange Act 1934 Act, and attaching the form of this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). None 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 any of its Subsidiaries from and after the filing of the press release referred to in the first sentence of this Section without the express written consent of such Buyer. In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject 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 providing Buyer with reasonable opportunity to comment thereonits release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreementhas been executed, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Registration Rights Agreement, the form of Lock-Up Agreement and the form of Voting Agreement as exhibits to such filing (including all attachments, the “8-K Filing”). None From and after the filing of the 8-K Filing with the SEC, no Buyer shall be in possession of any material, nonpublic information received from the Company, 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, 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 (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. 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 and agents, in addition to any other remedy provided herein or in the Transaction Documents, 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, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing regulations (provided that in the case of clause (i) each Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, 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 not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on Upon the first (1st) trading day after the date request of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after any Investor following the date of this Agreement, the Company shall file not, and shall cause each Subsidiary and each of its respective officers, directors, employees and agents, not to, provide any such Investor with any material nonpublic information regarding the Company or any Subsidiary from and after the date of such request without the express written consent of such Investor. In the event of a Current Report on Form 8-K describing all the material terms breach of the transactions contemplated by this Agreement and foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form required of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Exchange Act (the “8-K Filing”). None of the Company, its Subsidiarieseach Subsidiary, or Buyer each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents hereby without the express written consent of all prior approval of the other parties to this Agreement (such consent party; which approval shall not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of Buyerany Investor, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in a Current Report on Form 8-K in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable Law law and regulations, subject including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Investor shall be provided a copy of any proposed press release to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, be issued by the Company shall not publicly disclose the name of Buyer or any of at least one day prior to its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (brelease).

Disclosure of Transactions and Other Material Information. The Company shallCompany, on or before 8:30 9:00 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this AgreementAgreement (the “Disclosure Deadline”), shall issue a one or more press release disclosing releases (the material terms of “Press Release”) and file with the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement, the Company shall file Commission a Current Report on Form 8-K describing (collectively, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Purchase Agreement and the Press Release, disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Travere or their respective officers, directors, employees, agents, including the Placement Agents, or any other Person acting at the direction or on behalf of the Company or Travere has provided to the Purchasers in connection with the transactions contemplated by this Agreement or the Purchase Agreement prior to the filing of the Disclosure Document (which includes the material terms of the transactions contemplated by this hereby, the material terms of the Purchase Agreement and by the Transaction Documents in transactions contemplated thereby and any other material non-public information made available to the form required by the Exchange Act (the “8-K Filing”Purchasers). None The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Purchaser shall be in possession of any material, nonpublic information received from the Company, its SubsidiariesTravere or their respective officers, directors, employees, agents, including Placement Agents, or Buyer other Person acting at their direction or on their behalf. The Company shall issue any press releases or not, and shall cause Travere and its officers, directors, employees, agents, including the Placement Agents, and any other public statements with respect to the transactions contemplated by this Agreement Person acting at their direction or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent on their behalf not to be unreasonably withheld or delayed); providedto, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliatesany Purchaser, or include the name of Buyer any Purchaser or any affiliate or investment adviser of its Affiliates any Purchaser without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the SEC Commission or any regulatory agency or Trading Markettrading market, without the prior consent of Buyer except (such consent not to be unreasonably withheld or delayed), except: (aA) as required by the federal securities Laws in connection with (x) the 8-K Filinglaws, rules or regulations, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (bB) to the extent that such disclosure is required by Law other laws, rules or Trading Market rules and regulations, at the request of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which the Company’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in which accordance with this Section 5.02, and in the case of any disclosure made pursuant to clause (ii), the Company shall will provide Buyer such Purchaser with prior written notice (including by e-mail) of and an opportunity to review and comment on the applicable portion of such disclosure permitted filing. Upon the earlier of (i) the Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under this clause (b)any current agreement, whether written or oral, with the Company, Travere or their respective officers, directors, Affiliates, employees or agents, or any other Person, including the Placement Agents, acting at their direction or on their behalf.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City California time, on the first second (1st2nd) trading day Business Day after the date 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 this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second Documents and (2ndy) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the “8-K Filing”form of the Security Agreement, the Collateral Agency Agreement, the form of the Notes and the form of the Warrants). None From and after the issuance of the Press 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 Subsidiariesofficers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company from and after the issuance of the Press Release without the express prior written consent of such Buyer. Neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file 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 disclose the name of such Buyer in any filing (other than the 8-K Filing or other public disclosure as is otherwise required by applicable Law and regulationsApplicable Law), subject to providing Buyer with reasonable opportunity to comment thereonannouncement, release or otherwise. Notwithstanding anything contained in this Agreement to the foregoingcontrary 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 not publicly disclose have (unless expressly agreed to by a particular Buyer after the name 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 Buyer or any of its Affiliatesconfidentiality with respect to, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent a duty not to be unreasonably withheld or delayed)trade on the basis of, except: (a) as required by federal securities Laws in connection with (x) any information regarding the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)Company.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City timeTime, on the first (1st) trading day Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing the all material terms of the transactions contemplated by this Agreement hereby. Within the time required for the filing thereof under the rules and regulations promulgated under the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this Agreement1934 Act, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching 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”). None From and after the issuance of the Press Release, no Buyer shall be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries, or Buyer shall issue any press releases Subsidiaries or any other public statements 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, employees and agents, not to, provide any Buyer with respect to any material, nonpublic information regarding the transactions contemplated by this Agreement Company or by any of its Subsidiaries from and after the Transaction Documents filing of the Press Release without the express written consent of all of the other parties to such Buyer. Other than as provided in this Agreement (such consent not to be unreasonably withheld or delayedSection 4(i); provided, however, that the Company shall be entitled, without the prior approval written consent of any applicable Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of such Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Marketotherwise, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that unless such disclosure is required by Law or Trading Market rules and regulationslaw, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)regulation.

Disclosure of Transactions and Other Material Information. The Company shallshall file, within the timeframe required under applicable SEC rules, one or more Current Reports on or before 8:30 a.m., New York City time, on Form 8-K with the first (1st) trading day after SEC describing the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of Documents and including as exhibits to such Form 8-K this Agreement, the Registration Rights Agreement and the Certificate of Designation (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). Unless required by applicable law or a rule of the Principal Market, the Company shall file a Current Report on not make any public announcement regarding the transactions contemplated hereby or by the other Transaction Documents prior to the Closing Date. The Company confirms that, following the filing of the Announcing Form 8-K, no Buyer will be deemed to be in possession of material non-public information concerning the Company (to the extent that such information was provided by the Company prior to the filing of such Form 8-K). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K describing all with the material terms SEC without the express prior written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act (the “8-K Filing”). None securities of the Company. Subject to the foregoing, its Subsidiaries, or neither the Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all any Buyer or any of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)Buyer’s Affiliates; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to file the 8-K Filing make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (ii) as is required by applicable Law law and regulationsregulations (provided that each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof), subject to providing and provided further, that 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 with reasonable opportunity to comment thereonor any of such Buyer’s Affiliates. Notwithstanding anything to the foregoingcontrary herein, in the event that the Company believes that a notice or communication to any Buyer contains material, non-public information 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 publicly disclose constitute material, non-public information relating to the name of Buyer Company or any of its Affiliates, the Subsidiaries. Upon receipt or include delivery by the name of Buyer Company or any of its Affiliates the Subsidiaries of any notice in any filing accordance with the SEC or any regulatory agency or Trading Marketterms of the Transaction Documents, without unless the prior consent of Buyer (Company has in good faith determined that the matters relating to such consent notice do not to be unreasonably withheld or delayed)constitute material, except: (a) as required by federal securities Laws in connection with (x) the 8non-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) public information relating to the extent that such disclosure is required by Law Company or Trading Market rules and regulationsthe Subsidiaries, in which case the Company shall provide Buyer with prior notice of within one Business Day after any such disclosure permitted under this clause (b)receipt or delivery publicly disclose such material, non-public information.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, By 9:00 a.m. Eastern Time on the first (1st) trading day after Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms execution of the transactions contemplated by this Agreement (or if this Agreement is executed between midnight and the Transaction Documents. On or before 5:30 p.m.6:00 a.m., New York City timeEastern Time, on the second (2nd) business day after any Business Day, no later than 9:01 a.m. on the date of this Agreementthe Agreement is executed), the Company shall file a Current Report on Form 8-K describing all (a) the material terms and conditions of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the Agreement, the Registration Rights Agreement and any press release issued by the Company in connection with the transactions contemplated hereby as exhibits to such filing and (b) all material, non-public information delivered to any of the 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 this Agreement, including, without limitation, any material clinical or trial data (such filing, including all attachments, the “8-K Filing”); provided, that the Purchasers shall be given a reasonable opportunity to review and comment on the disclosure contained in the 8-K Filing prior to such filing. None of Subject to the Companyforegoing, its Subsidiariesand other than the SEC Reports, or Buyer any other filings required under the 1934 Act, any press releases issued by the Company in connection with the transactions contemplated hereby and any filings made pursuant to the Registration Rights Agreement, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed); provided, however, that the Company shall be entitled, without the prior approval of Buyer, to file the 8-K Filing or other public disclosure as is required by applicable Law and regulations, subject to providing Buyer with reasonable opportunity to comment thereonhereby. Notwithstanding the foregoing, and unless otherwise agreed to in writing by the Company and the Purchasers, the Company shall not, and shall cause its officers, directors, affiliates, employees, agents and any other person, including the Placement Agents, acting at its direction or on its behalf not to publicly disclose the name of Buyer any Purchaser or an Affiliate or investment advisor of any of its AffiliatesPurchaser, or include the name of Buyer any Purchaser or an Affiliate or investment advisor of any of its Affiliates Purchaser in any press release or, unless otherwise required by the Registration Rights Agreement, by applicable law or in connection with a dispute under this Agreement, any filing with the SEC Commission or any regulatory agency or Trading MarketNasdaq, without the prior written consent of Buyer (such consent Purchaser, which shall not to be unreasonably withheld or delayed)withheld. The Company represents and warrants that, except: (a) as required by federal securities Laws in connection with (x) from and after the filing of the 8-K Filing, (y) no Purchaser shall be in possession of any registration statement contemplated by material non-public information received from the Registration Rights AgreementCompany or any of its subsidiaries, or any of their respective officers, directors, employees or agents. In addition, effective upon the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement related to the transactions contemplated hereby, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents (z) including the Placement Agents), on the one hand, and any of the Purchasers or any of their affiliates, on the other hand, shall terminate. For the avoidance of doubt, no confidentiality or similar obligations under any agreement related to securities of the Company owned prior to the date hereof shall terminate as a result of the foregoing sentence. From and after the Business Day following the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations8-K Filing, in which case neither the Company nor its officers, directors, affiliates, employees, agents or any other person, including the Placement Agents, acting at its direction or on its behalf shall provide Buyer any material non-public information to any Purchaser, unless otherwise agreed to in writing by such Purchaser, except in the case of material non-public information provided to an observer of the Company’s board of directors or member of the Company’s board of directors who is affiliated with prior notice of such disclosure permitted under this clause (b)Purchaser.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementFirst Closing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the Exchange Act (including all attachments, the “"8-K Filing”"). None From and after the filing of the 8-K Filing with the Commission, the Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Commission without the express written consent of the Purchaser. Neither the Company nor the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding including the foregoingapplicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) above, the Purchaser shall be consulted by the Company (although the consent of the Purchaser shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) first business day after following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement and the “Registration Rights Agreement) as exhibits to such filing (including all attachments, exhibits and schedules to such documents, the "8-K FILING"). The Company shall not publicly disclose, by press release or otherwise, the transactions contemplated by the Transaction Documents or any other financing transaction prior to the Closing Date. From and after the filing of the 8-K Filing with the SEC, no Investor shall be in possession of any material nonpublic information 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”). None 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 any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Investor. 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 and agents, in addition to any other remedy provided herein, in the Transaction Documents, 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 nonpublic information without the prior approval by the Company, its Subsidiariessubsidiaries, or Buyer any of its or their respective officers, directors, employees or agents. No Investor shall have any liability to the Company, its subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement hereby or by disclosing the Transaction Documents without the express written consent name of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)any Investor; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) each Investor shall be consulted by the Company shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after 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 this Agreement and by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Amended Security Documents, the form of the Second Amended and Restated Convertible Notes, the form of the Amended and Restated Bridge Notes, and the form of the Forbearance Warrants (including all attachments, the “8-K Filing”). None The 8-K Filing shall not refer to the Investor by name without the approval of the Investor to the 8-K Filing prior to its release. 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 Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries with the SEC without the express written consent of the Investor or as may be required under the terms of the Transaction Documents. Subject to the foregoing, neither the Company, its Subsidiaries, or Buyer Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerthe Investor, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith that do not refer to the Investor by name and (ii) as is required by applicable Law law and regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding regulations (provided that in the foregoing, case of clause (i) the Investor 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 Investor, and except as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates Investor in any filing with the SEC filing, announcement, release or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (b)otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 8:30 a.m., New York City time, on the first (1st) trading day after second Business Day immediately following the date of this Agreement, issue a press release disclosing the material terms of the transactions contemplated by this Agreement and the Transaction Documents. On or before 5:30 p.m., New York City time, on the second (2nd) business day after the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by this Agreement and by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, forms of the Note, the Warrant, the Registration Rights Agreement and the Security Agreement, and the schedules hereto and thereto, in the form required by the Exchange Act and to which Current Report the Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). None For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of California generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the Commission, no Purchaser shall be in possession of any material, nonpublic information received from the Company, any of its SubsidiariesSubsidiaries or any of their respective officers, directors, employees or Buyer 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 Purchaser 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 Company without the express written consent of such Purchaser. Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated by this Agreement or by the Transaction Documents without the express written consent of all of the other parties to this Agreement (such consent not to be unreasonably withheld or delayed)hereby; provided, however, that the Company shall be entitled, without the prior approval of Buyerany Purchaser, to file make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or other public disclosure and contemporaneously therewith, and (ii) as is required by applicable Law law and regulationsregulations (provided that in the case of clause (i) above, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding the foregoing, each Purchaser shall be notified by the Company (although the consent of such Purchaser shall not publicly disclose the name of Buyer or any of its Affiliates, or include the name of Buyer or any of its Affiliates in any filing with the SEC or any regulatory agency or Trading Market, without the prior consent of Buyer (such consent not to be unreasonably withheld or delayed), except: (arequired) as required by federal securities Laws in connection with (x) the 8-K Filing, (y) any registration statement contemplated by the Registration Rights Agreement, such press release or (z) the filing of this Agreement and the final Transaction Documents with the SEC; and (b) other public disclosure prior to the extent that such disclosure is required by Law or Trading Market rules and regulations, in which case the Company shall provide Buyer with prior notice of such disclosure permitted under this clause (bits release).