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 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first Business Day following the execution and delivery 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 hereby (the Transaction Documents“Press Release”). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports, the Company shall not disclose the name of any Buyer without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The On the Closing Date or such later time as shall be agreed between the Company shalland the Investor, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers Investor disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (As promptly as practicable but in no any event prior to 9:15 a.m.)not later than 5:30 p.m., New York local time, on the date of this Agreementfirst Trading Day following the Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Other Investor Documents, the Series D Certificate of Designations, the Exchange Registration Rights Agreement and the form of the Exchange Warrants and in the form required by the 1934 Act and attaching all (the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “"8-K Filing”FILING"). From Notwithstanding the foregoing, the preceding sentence is not intended to impose any greater disclosure obligation on the Company than is imposed by the 1934 Act and after the issuance rules promulgated thereunder. The Company shall provide the Investor with a draft copy of the Press Release8-K Filing as early as practicable prior to the filing. Thereafter, for a period of two years the Company shall have disclosed provide the Investor promptly after filing with copies of all material, non-public information (if any) delivered to any of the Buyers filings made by the Company with the SEC pursuant to Section 13 or 15 of the 0000 Xxx. The Company and the Investor shall consult with each other in issuing any press releases or otherwise in making public statements or filings with the SEC or any of its Subsidiaries, regulatory agency or any of their respective officers, directors, employees or agents in connection Principal Market with respect to the transactions contemplated hereby. Except as set forth above, neither the Investor nor the Company shall issue any press release or otherwise make any public statement, filing or other communication about the transactions contemplated hereby without the prior consent of the other, except if such disclosure is required by law or the Transaction Documentsrules and regulations of any Principal Market, in which case the disclosing party shall promptly provide the other parties with prior notice of such public statement, filing or other communication. The Company shall not, and the Company shall use its reasonable best efforts to cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in without 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 express written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwiseInvestor.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the first Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Investor disclosing all the material terms of the transactions contemplated by hereby; provided, that no Press Release shall name Investor or any of its members or affiliates, without the Transaction Documentsprior written consent of Investor, which shall not be unreasonably withheld. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on No later than the date of this Agreementfourth Business Day following the Closing Date, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , the form of WarrantsWarrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the OTCBB (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerInvestor, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer any Investor (or any of its members or affiliates) in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). 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 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 Subsidiary and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the issuance of the Press Release Closing Date without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer 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 of a press release, public advertisement or otherwise, of such material, non-public material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. 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 Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the a Current Report on Form 8-K Filing in compliance with the requirements of the Exchange Act, and contemporaneously therewith and (ii) as is may otherwise be required by applicable law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on On the business day following the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , if required), the form of WarrantsDebentures and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company Parent shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company Parent or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company Parent shall not, and the Company Parent shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public information regarding the Company Parent or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants Buyer (which may be granted or any of the covenants contained withheld in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer’s sole discretion). To the extent that the Parent delivers any material, in addition non-public information to any other remedy provided herein or in a Buyer without such Buyer’s consent, the Transaction Documents, 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 right to make a public disclosurebasis of, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosureinformation. Subject to the foregoing, neither the CompanyParent, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company Parent shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company Parent in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), the Company Parent shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)8:30 am, New York City time, on the date of first Business Day after this AgreementAgreement has been executed, the Company shall issue a customary press release (the “"Press Release”") reasonably acceptable to describing the Buyers disclosing all the material terms of the transactions transaction contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents 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, that is not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of disclosed in the Press Release without Release. Other than the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 foregoingPress Release, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (regulations, provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in the Press Release or any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as required by law, provided that each Buyer shall be consulted by the Company in connection with any such disclosure prior to such disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the first Business Day following the date of this Agreement, the Issuers and the Guarantors shall cause Parent to issue a press release (and file a Current Report on Form 8-K with the “Press Release”) reasonably acceptable to SEC, and a comparable filing in Canada, describing the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On , in a form reasonably acceptable to the Buyer (provided that the Parent shall be authorized to give final clearance, with advice of counsel, to the press release or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all and the material terms related Canadian filing) and satisfying the requirements of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of Indenture, and the form of Warrantsthe Notes) as exhibits to such filing (including all attachmentssuch filed exhibits and the related Canadian filing, the “8-K Filing”). 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 Buyer hereby approves inclusion of its Subsidiaries, or any of their respective officers, directors, employees or agents name in the 8-K Filing and in a similar Form 8-K to be filed in connection with the transactions contemplated by Closing. Parent, the Transaction Documents. The Company Issuers and their Subsidiaries shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any the Buyer with any material, non-public information regarding Parent, the Company or any of its Issuers and their Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such the Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)covenant, in addition to any other remedy provided herein or in the Transaction Documents, such Parent and the Issuers will cooperate with the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Companyinformation, 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 disclosureas soon as reasonably practicable. Subject to the foregoing, neither none of Parent, the Company, its Issuers or their Subsidiaries nor any Buyer shall issue any press releases release or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) except as is required by applicable law and regulations (regulations, provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with therewith and shall be given a reasonable opportunity to review and comment on any such press filing or release or other public disclosure prior to its release)release and/or filing. Without the prior written consent of the applicable Buyer, none of Parent, the Company Issuers or any of their Subsidiaries or affiliates shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such the Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise without the prior written consent of the Buyer except, based on advice of counsel, as required by United States or Canadian securities laws or the rules and regulations of the Toronto Stock Exchange.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreementfirst Business Day following the Closing Date, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall and file a Current Report on Form 8-K within four Business Days following the Closing Date describing all the material terms of the transactions contemplated by the Transaction Documents and the Exchange Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of Warrant, the form of Escrow Agreement (and all schedules to this Agreement) and the form of Warrantsthe Registration Rights Agreement and such financial statements and other information as required in connection with the Exchange Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 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 Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, unless required by law.

Disclosure of Transactions and Other Material Information. The Company shall, shall on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the first (1st) Business Day immediately following the date of this Agreement, : (i) issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, including the Company shall file name of the Buyer, and (ii) furnish a Current Report of Foreign Private Issuer on Form 8-K describing all 6- K, complying as to form and substance with the material terms requirements of the transactions contemplated by Exchange Act, that includes the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) Press Release as an exhibit thereto (including all attachmentssuch exhibit, the “86-K Filing”). From All MNPI shall be disclosed by the Company, on or prior to the seventy-fifth (75th) calendar day following the Closing (the “Disclosure Deadline”), in a manner sufficient to ensure that, effective upon the making of such disclosure, the MNPI shall not constitute “material non-public information” under applicable U.S. securities laws (and after SEC staff and judicial interpretations thereof); provided, however, that such requirement shall not apply if, prior to the issuance of the Press ReleaseDisclosure Deadline, the Company shall have disclosed all materialdelivers to the Buyer a certificate (the “MNPI Certificate”), duly executed by the Chief Executive Officer of the Buyer, stating that the MNPI no longer constitutes “material non-public information information” under applicable U.S. securities laws (if any) delivered to any of and SEC staff and judicial interpretations thereof). In the Buyers by event that the Company fails to disclose such MNPI or deliver an MNPI Certificate to the Buyer on or prior to the Disclosure Deadline, the Buyer shall be permitted to publicly disclose the MNPI in a manner sufficient to ensure that, effective upon the making of such disclosure, such MNPI shall not constitute “material non-public information” under applicable U.S. securities laws (and SEC staff and judicial interpretations thereof). The Company shall use its reasonable best efforts to deliver an MNPI Certificate to the Buyer promptly, and in any of its Subsidiariesevent no later than two (2) Business Days, or any of their respective officers, directors, employees or agents following the date on which the Company first determines in connection with good faith that the transactions contemplated by the Transaction DocumentsMNPI no longer constitutes “material non-public information” under applicable U.S. securities laws (and SEC staff and judicial interpretations thereof). 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 the Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release Closing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants Buyer (which may be granted or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined withheld in the reasonable good faith judgment of such Buyer’s sole discretion), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any the Buyer, to make issue the Press Release and any other press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day after the date of this Agreement, (i) issue a press release (the “"Press Release”") reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. Documents and (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “"8-K Filing”"). From and after the issuance of the Press Release, the Company represents to the Buyers that it shall have publicly 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. The Company shall notIn addition, and effective upon the issuance of such press release, the Company shall cause each 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 and each or any of its and their respective officers, directors, employees and agents, not toemployees or Affiliates on the one hand, provide and any Buyer with any material, non-public information regarding of the Company Buyers or any of its Subsidiaries from and after their Affiliates on the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Companyother hand, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosureterminate. Subject to the foregoing, unless and until a Change of Recommendation has occurred, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , the form of Warrantsthe Notes and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In Buyer pursuant to a confidentiality agreement with the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement Company or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise except as required by law, regulation or governmental agency.

Disclosure of Transactions and Other Material Information. The Company shallshall file, on within the timeframe required under applicable SEC rules, one or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a more Current Report Reports on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules including as exhibits to this Agreement) and the form of Warrants) (including all attachments, the “such Form 8-K Filing”this Agreement and the Registration Rights Agreement (such Form or Forms 8-K, collectively, the "Announcing Form 8-K"). From and after the issuance of the Press Release, the The Company shall have disclosed all materialnot, non-public information (if any) delivered to any of the Buyers by the Company or any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of their respective officers, directors, employees or and agents in connection with the transactions contemplated by the Transaction Documents. The Company shall to 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, material non-public information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Announcing Form 8-K with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, unless prior thereto such Buyer shall have executed a written agreement regarding the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, confidentiality and use of such material, non-public information 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 disclosureinformation. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaserelease and shall be provided with a copy thereof), and provided further, that 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. Without Notwithstanding anything to the prior written consent contrary 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 applicable BuyerSubsidiaries, the Company shall not (and shall cause each of its Subsidiaries and affiliates so indicate to not) disclose the name Buyers contemporaneously with delivery of such Buyer in any filing (other than notice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the Transaction Documents filed as exhibits 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, non-public information relating to the 8Company 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, non-K Filing)public information relating to the Company or the Subsidiaries, announcementthe Company shall within one Business Day after any such receipt or delivery publicly disclose such material, release or otherwisenon-public information.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of Note and the form of WarrantsWarrant) as exhibits to such filing (such filing, including all such attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection the 8-K Filing; provided, however, that the mere possession of such information by a director of the Company who is affiliated with a Buyer shall not be required to be disclosed in the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on second 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 the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Agreement and the other Transaction Documents (including, without limitation, this Agreement (and all schedules as an exhibit to this Agreement) and the form of Warrants) such filing (including all attachments, the “86-K Filing”). 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 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 not publicly disclose the Company shall cause each name 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 Purchaser or any of its Subsidiaries from and after the issuance Affiliate or investment advisor of the Press Release Purchaser, or 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 express prior written consent of such Buyer. In Purchaser, except to the event of a breach of any of extent such disclosure is required by law or regulations, in which case the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment Company shall provide each Purchaser whose name is to be disclosed with prior written notice of such Buyer), in addition disclosure and a reasonable opportunity to any other remedy provided herein or in comment on the Transaction Documents, proposed disclosure insofar as it relates specifically to such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Purchasers shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Purchasers, to make any press release or other public disclosure with respect to such transactions (ia) in substantial conformity with the 86-K Filing and contemporaneously therewith and therewith, (iib) as is required by applicable law and regulations law, or (provided that c) in the case of clause (i) each Buyer shall be consulted by the Company filings or other documents provided, submitted or filed in connection with any claim, action, suit, arbitration, investigation or other proceeding; provided, further, that such press release Purchaser shall be entitled, without the prior approval of the Company, to make any filing or other public disclosure prior with respect to its release). Without the prior written consent such transactions as is required by Section 13 of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwiseExchange Act.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the second (2nd) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the form of the Senior Notes, the form of Certificate of Designations and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (x) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)) and (y) after the issuance of the Press Release, Buyer shall be entitled, without the prior approval of the Company, to make any press release or other public disclosure with respect to such transactions. Without the prior written consent of the applicable BuyerBuyer (which shall not be unreasonably withheld), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, other than as set forth in the 8-K Filing and other securities or exchange filings and as required by applicable law or exchange rules.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Warrants) (including all attachments, the “86-K Filing”). From and after the issuance date of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers Buyer by the Company 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 6-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K FilingFiling or any filing that incorporates language from the 8-K Filing 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, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof 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 Subsidiaries (as applicable) that Buyer receives from the Company, any of its Subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the first (1st) trading 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 9:30 a.m. (but in no event prior to 9:15 a.m.)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 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance None of the Press ReleaseCompany, 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. 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby 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 any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with file the 8-K Filing and contemporaneously therewith and (ii) or other public disclosure as is required by applicable law Law and regulations (provided that in regulations, subject to providing Buyer with reasonable opportunity to comment thereon. Notwithstanding 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 Buyerforegoing, the Company shall not (and shall cause each of its Subsidiaries and affiliates to 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 or any regulatory agency or Trading Market, without the prior consent of Buyer (other than such consent not to be unreasonably withheld or delayed), except: (a) as required by federal securities Laws in the Transaction Documents filed as exhibits to 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), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on the date of first Business Day after this AgreementAgreement has been executed, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms (which press release shall contain certain historical financial metrics of the transactions contemplated Company as agreed to in writing by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.Company and Starboard Value and Opportunity Master Fund Ltd., including, among other metrics, the current number of shares of Common Stock then outstanding), New York time, on the date of this Agreement, the Company shall and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the a form as would be required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , the form of Warrants) (including all attachmentsNotes, the form of the Warrant, and the Registration Rights Agreement as exhibits to such filing, the “8-K Filing”). From and after the issuance of the Press Release, the The Company shall have disclosed all materialnot, non-public information (if any) delivered to any of the Buyers by the Company or any and shall cause each of its Subsidiaries, or any Subsidiaries and its and each 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, directorsaffiliates, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release date hereof without the express prior written consent of such Buyer, including as may be contained in the Confidentiality Agreement. In From and after the event Form 10-K Filing Date, and provided that, at the applicable time of a breach determination, no individual affiliated with any Buyer serving on the Board of any Directors of the foregoing covenants or any Company was appointed thereto, including pursuant to Section 1(a) of the covenants contained in Section 4(n) by September Agreement, the Company, Company will not provide any of its Subsidiaries, or Buyer any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability relating to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employeesaffiliates, stockholders employees or agents, for . If and to the extent the Company does provide any such disclosure. Subject information, or a Buyer otherwise comes into possession of material non-public information relating to the foregoing, neither the Company, Company or its Subsidiaries nor as a result of the receipt or delivery of any Buyer shall issue any press releases or any other public statements notice in accordance with respect to the transactions contemplated hereby; provided, howeverterms hereof, the Company shall be entitled, without will comply with its obligations under Regulation FD under the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise1934 Act.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (second Business Day immediately following the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 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 1934 Exchange Act and attaching all to which Current Report the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). From For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and after any day which is a legal holiday or a day on which banking institutions in the issuance State of Utah generally are authorized or required by law or other government actions to close. As of the Press Releasetime of the filing of the 8-K Filing with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the Company without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) above, each Buyer Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 10:00 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 10:00 a.m.), New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, As soon as practicable on the date of this Agreement, issue a press release (first Trading Day following the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the form of the Certificate of Designations, the form of Warrant and the form of Warrantsthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) ; PROVIDED, HOWEVER, that an attempt by the Company, any Company to comply with the provisions 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 BuyerSection 4(m) hereof shall not be deemed to violate this Section 4(i), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of the Debentures, the form of the Warrants and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in Section 4(n) 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), the Buyer may deliver written notice to the Company of such breach or such material, non-public information. To the extent the Company has not disclosed such material, non-public information on or prior to the second (2nd) Trading Day after receipt of such notice, 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 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), 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 Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first Business Day following the execution and delivery 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 hereby (the Transaction Documents"PRESS RELEASE"). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as required by law or legal process.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 by 9:00 a.m.), New York City time, on the first (1st) business day immediately following the date of this Agreement, issue a one or more press release (releases and/or file with the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file SEC a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all the material terms of the transactions contemplated hereby, by the other Transaction Documents in Agreements and the form required by Merger Agreement (and including as exhibits to such Current Report on Form 8-K the 1934 Act and attaching all forms of the material Transaction Documents Agreements (including, without limitation, the form of this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachmentsthe 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 “8-K Filing”)Company or any of its officers, directors, or employees or agents, that is not disclosed in the Disclosure Document unless otherwise specifically agreed in writing by such Purchaser. From and after the issuance of the Press ReleaseDisclosure Document, the Company shall have disclosed all material, not provide material non-public information (if any) delivered to any of Purchaser, unless otherwise specifically agreed in writing by such Purchaser prior to any such disclosure. Notwithstanding anything in this Agreement to the Buyers by contrary, the Company shall not publicly disclose the name of any Purchaser or any of its Subsidiariesaffiliates or advisers, or include the name of 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 Purchaser or any of its Subsidiaries from and after affiliates or advisers in any press release or filing with the issuance of SEC (other than the Press Release Registration Statement) or any regulatory agency, without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the CompanyPurchaser, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions except (i) as required by the federal securities law in substantial conformity connection with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final forms of the Transaction Agreements with the 8-K Filing and contemporaneously therewith and SEC or pursuant to other routine proceedings of regulatory authorities, or (ii) as to the extent such disclosure is required by applicable law and law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq Global Market, in which case the Company will provide the Purchaser with prior written notice (provided that in the case including by e-mail) of such disclosure under this clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaseii). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on fourth Business Day following the date of this AgreementAgreement (the "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 the Transaction Documents hereby in the form required by the 1934 Act and attaching all the material Transaction Documents that have not previously been filed with the Commission by the Company (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Exchanged Warrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From The Company hereby represents and warrants to the Investor that from and after the issuance filing of the Press Release8-K Filing with the Commission, the Company Investor shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of 8-K Filing with the Press Release Commission without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any the applicable BuyerInvestor, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer the Investor in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)i) Disclosure of Transaction. No later than 5:30 p.m5:30 p.m., New York time, on the second (2nd) Business Day after the date of this AgreementAgreement and onwithin one (1) Business Day of the date of each Subsequently Purchased Securities Notice, the Company shall issue a press release (the a “Press Release”) reasonably acceptable to the Buyers (it being understood that any Press Release shall be deemed reasonably acceptable to the Buyers to the extent the Buyers have been provided a copy of such Press Release at least twelve (12) hours prior to such filing deadline and the Buyers have not commented thereon within such twelve (12) hours and it being further understood that such filing deadline shall be extended to the third (3rd) Business Day to the extent the Buyers have not agreed to such Press Release at least one (1) hour prior to such filing deadline) disclosing all the material terms of the transactions contemplated by the Transaction Documents; provided that the issuance of a Press Release for a Subsequently Purchased Securities Notice shall only be required if the Company deems the terms of such Subsequently Purchased Securities Notice to be material, nonpublic information. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)No later than 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees employees, or agents in connection with agents. In addition, effective upon the transactions contemplated by issuance of the Transaction Documents. The Company shall notPress Release, and the Company shall cause each 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 and each or any of its and their respective officers, directors, affiliates, employees and or agents, not toon the one hand, provide and any Buyer with any material, non-public information regarding of the Company Buyers or any of its Subsidiaries from their affiliates, on the other hand, shall have terminated and after none of the Buyers have been subject to any such obligation since the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwiseRelease.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementMay 4, 2004, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) this Agreement as an exhibit to such filing (including all attachments, the “"8-K Filing”"). 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 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 nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York Houston, Texas time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Registration Rights Agreement (and all schedules as an exhibit to this Agreement) and the form of Warrants) such filing (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)) and (B) such Buyer shall be entitled, without the prior approval of the Company, to make any public filings required by applicable law or regulation. Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementJuly 15, 2004, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by hereby as well as the Transaction Documentsmaterial terms of the AoA Acquisition (the "PRESS RELEASE"). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents and the AoA Acquisition in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Warrants) (including all attachments, the “86-K Filing”). From and after the issuance date of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers Buyer by the Company 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 6-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 86-K FilingFiling or any filing that incorporates language from the 6-K Filing 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, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof 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 Subsidiaries (as applicable) that Buyer receives from the Company, any of its Subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 9:00 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 any Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Buyer 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 BuyerBuyer and notwithstanding anything to the contrary in this Agreement, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer or any affiliate of the Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. Promptly after the Closing (but in any event no event prior to 9:15 a.m.later than the fourth Business Day immediately following the Closing Date), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K with the Commission describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designation, the Lock-Up Agreements and the Registration Rights Agreement, and the schedules hereto and thereto in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementNovember , 2005, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Purchaser disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby and complying with applicable Commission rules. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) this Agreement and the Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). 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 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 subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the 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 the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to each of the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and ), the form of the Special Warrants, the form of Warrants and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(p)(viii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Special Warrants) of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its the Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise unless required by applicable law or regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers each Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the second (2nd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act hereby and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) as an exhibit (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents (if any) 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, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer or its investment adviser in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law or Principal Market regulations, in which case the Company shall provide the applicable Buyers with prior notice of such disclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. shall (but in no event prior to 9:15 a.m.), New York time, on i) within forty-eight (48) hours following the date of this Agreement, Agreement issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all describing the material terms of the transactions contemplated hereby, and (ii) by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, City time on or before the fourth (4th) Business Day immediately following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the September 2008 Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)regulations. Without the prior written consent of the applicable Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise; provided, however, that such consent shall be deemed to be given for any disclosure required by law in the reasonable opinion of the Company or its counsel.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 9:00 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , and the form of WarrantsWarrant) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the issuance As of the Press Releasefiling of the 8-K Filing with the SEC, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to that it received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such BuyerPurchaser. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is may be required by applicable law and regulations law, rule or regulation (provided that in the case of clause (i) each Buyer Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of the applicable Buyersuch Purchaser, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, announcement, release or otherwisein which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on No later than the first business day following the date of this Agreementthe Closing, the Company (i) shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of regarding the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event , the XXX Acquisition Transaction, the TASK Acquisition Transaction, and any other material, non-public information provided to any Buyer prior to 9:15 a.m.), New York time, on such date (the date of this Agreement, the Company “Disclosed Transactions”) and (ii) 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 the Transaction Documents Disclosed Transactions in the form required by the 1934 Act and attaching all the material Transaction Documents as exhibits to such filing (includingwhich shall not include schedules or exhibits not customarily filed with the Commission). In furtherance of the foregoing, without limitation, the Company shall provide each Buyer and its legal counsel with a reasonable opportunity to review and comment upon drafts of all documents to be publicly disclosed or filed with the Commission in connection with the Disclosed Transactions and give reasonable consideration to all such comments. Notwithstanding anything in this Agreement (and all schedules to this Agreement) and the form contrary, any statement included in any Company press release, public filing or other public statement that is attributed to any Buyer or any of Warrants) (including all attachments, the “8-K Filing”)its Affiliates shall be subject to prior approval of such Buyer. From and after the issuance of the Press Releasesuch press release and Form 8-K, the Company Buyers shall have disclosed all material, non-public information (if any) delivered to any not be in possession 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 received from the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 , and the Buyers shall have no longer be subject to any liability to confidentiality or similar obligations under any current agreement, whether written or oral, with the Company, any of its Subsidiaries, Company 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 Affiliates with respect to the transactions contemplated hereby; provided, howeverDisclosed Transactions. Notwithstanding anything in this Agreement to the contrary, the Company shall be entitlednot, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) publicly disclose the name of such Buyer or any of its Affiliates or advisors, or include the name of such Buyer or any of its Affiliates or advisors (i) in any filing press release or marketing materials, (ii) in any filings with the Commission or any regulatory agency or trading market or (iii) in any other than public statement except (A) required by the federal securities law in connection with the Transaction Documents filed as exhibits Registration Statement, and (B) to the 8-K Filing)extent such disclosure is required by Applicable Laws, announcementat the request of the Staff of the Commission or regulatory agency or under regulations of the Principal Market or by any other Governmental Authority; provided, release or otherwisethat, notice of such disclosure will be provided to Buyer in advance of such disclosure if permitted by Applicable Laws.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on Upon the date request of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on any Investor following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). 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 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 Subsidiary and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer such Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the issuance date of the Press Release such request without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. 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 Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the a Current Report on Form 8-K Filing and contemporaneously therewith in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release third (the “Press Release”3rd) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachmentsattachments thereto, the “8Initial 6-K Filing”). From and The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the issuance date of the Press Release, Court Order file a Report of Foreign Private Issuer on Form 6-K disclosing that the Company shall have disclosed all material, nonCourt Order was obtained and that the Closing will occur on such Business Day (the “Court Order 6-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 DocumentsK Filing”). The Company shall notshall, on or before 8:30 a.m., New York time, on the first (1st) Business Day following each day on which Additional Shares are issued file a Report of Foreign Private Issuer on Form 6-K disclosing that the Company issued Additional Shares and the Company shall cause number of Additional Shares that were so issued (each of its Subsidiaries an “Additional Shares Issuance 6-K Filing” and each of its together with the Initial 6-K Filing and their respective officersthe Court Order 6-K Filing, directors, employees and agents, not to, provide any Buyer with any material, noncollectively the “6-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such BuyerK Filings”). In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer Claimant shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any BuyerClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 8applicable 6-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 Claimant 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 BuyerClaimant, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer Claimant in any filing (other than in the Transaction Documents filed as exhibits to the 86-K FilingFilings), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on On the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , the Indenture, the form of Warrantsthe Notes, the form of Additional Investment Right and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as as, in the reasonable judgment of the Company or its counsel, is required by applicable law and or regulations or applicable stock exchange rules (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 Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or the applicable stock exchange, without the prior written consent of the applicable such Buyer, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)Filing or Registration Statement or similar disclosure as required in future SEC filings or (ii) as required by applicable law or regulations or applicable stock exchange rules or any order of any court or other governmental agency, announcement, release or otherwisein which case the Company shall use its reasonable best efforts to provide such Buyer with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event after 4:00 p.m., New York time, and prior to 9:15 a.m.)5:30 p.m., New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Note) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers Holder by the Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Exchange 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries subsidiaries nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerHolder, the Company shall not (and shall cause each of its Subsidiaries subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the extent such disclosure is required by applicable law or market regulations, in which case the Company shall provide the Holder with prior notice of such disclosure permitted hereunder. Without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder has not had, and shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder), 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 it subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the 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 the Transaction Documents. On or before 9:30 a.m. Documents and (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall y) file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form and to the extent required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of the Registration Rights Agreement (and all schedules to this Agreement) and the form of the Warrants) (including all attachments, the “8-K Filing”). 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 Investors by the Company 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, agents not to, provide any Buyer Investor with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such BuyerInvestor. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Investor shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; providedprovided , howeverhowever , the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Applicable Law and regulations (provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerInvestor, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer Investor in any filing (other than in the Transaction Documents filed as exhibits to the 8-K FilingFiling or as otherwise required by Applicable Law), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)11.59 p.m.., New York timeCity Time, on the date of this AgreementDecember 14, 2005, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules forms of Warrants as exhibits to this Agreement) and the form of Warrants) such filing (including all attachments, the “"8-K Filing”"). 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 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 nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Such Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of any Buyer in any filing, announcement, release or otherwise without such Buyer's consent; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first Business Day following the execution and delivery 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 hereby (the Transaction Documents"PRESS RELEASE"). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Warrants) as exhibits to such filing (including all attachments, the “8"6-K Filing”FILING"). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports, the Company shall not disclose the name of any Buyer without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior Prior to 9:15 a.m.), New York time, 9AM EST on the date Trading Day immediately following the execution of this Agreement, Xxxxxx Digital shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the fourth business day 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 the Transaction Documents Offerings in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules required documents as exhibits to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”)such filing. 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosurethis Agreement. Subject to the foregoing, neither the CompanyXxxxxx Digital, its Subsidiaries affiliates nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company Xxxxxx Digital shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company 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, the Company Xxxxxx Digital shall not (and shall cause each of its Subsidiaries and affiliates not to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as may be required by applicable law and regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 by 9:00 a.m. (but in no event prior to 9:15 a.m.), New York City time, ) on the date of this Agreementfirst (1st) Trading Day immediately following the Closing Date, (i) issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. hereby and (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall ii) file a Current Report on Form 8-K describing all including a form of each of the material terms of Transaction Documents as exhibits thereto. The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated by hereby, and neither the Transaction Documents Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed (unless such consent relates to the use of such Investor’s name in the form such press release), except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication, provided, however, that neither the Investors nor any of their respective Affiliates shall be obligated to provide such notice in respect of any filings made pursuant to Section 16 or Section 13 under the 1934 Act or the rules and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance regulations of the Press ReleaseSEC promulgated thereunder. Notwithstanding the foregoing, the Company shall have disclosed all materialnot publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities Laws in connection with the filing of final Transaction Documents with the SEC and any registration statement contemplated by the Registration Rights Agreement, and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of such disclosure permitted under this clause (b). The Company confirms that, following the filing of the Form 8-K announcing the pricing of the offering (the “Announcing Form 8-K”), no Investor will be deemed to be in possession of material non-public information (if any) delivered concerning the Company received prior to any the filing of the Buyers by the Announcing Form 8-K. The Company or any shall not, and shall cause each of its Subsidiaries, or any Subsidiaries and its and each of their respective officers, directors, employees or and agents in connection with the transactions contemplated by the Transaction Documents. The Company shall to 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 Investor with any material, material non-public information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Announcing Form 8-K with the SEC without the express prior written consent of such Buyer. In Investor, unless prior thereto such Investor shall have executed a written agreement regarding the event confidentiality and use of such information; provided, however, that the foregoing prohibition shall not apply to the provision of information, to any officer or director of the Company, in his or her capacity as such (“Board Information”), whether or not such officer or director of the Company also is a breach director, officer or employee of or advisor to an Investor or the investment manager of any Investor. The Company understands, acknowledges and agrees that (a) the Investors, their Affiliates and Persons acting on their behalf will rely on the provisions of this Section 5.04 in effecting transactions in the Securities and other securities of the foregoing covenants Company and of other Persons, and (b) notwithstanding anything to the contrary contained herein or in any other Transaction Document, except with respect to Board Information, no Investor (nor any of such Investor’s Affiliates, attorneys, agents or representatives) shall have any duty of trust or confidence to the Company with respect to, or any of the covenants contained obligation not to trade in Section 4(nany securities while aware of, any material non-public information (i) by provided by, or on behalf of, the Company, any of its Subsidiaries, Affiliates or any of its or their respective officers, directors, employees and agents directors (as determined in the reasonable good faith judgment of such Buyeror equivalent persons), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 attorneys, agents 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 hereby; provided, however, the Company shall be entitled, without the prior approval representatives in violation of any Buyerof the representations, to make any press release covenants, provisions or other public disclosure with respect to such transactions (i) agreements set forth in substantial conformity with the 8-K Filing and contemporaneously therewith and this Section 5.04 or (ii) otherwise possessed (or continued to be possessed) by any Investor (or any Affiliate, agent or representative thereof) as is required by applicable law and regulations (a result of any breach or violation of any representation, covenant, provision or agreement set forth in this Section 5.04, provided that in the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior remain subject to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwiselaw.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”)hereby. From and after the issuance of the Press Release, the Company represents to the Purchasers that it shall have disclosed all material, non-public nonpublic information (if any) or inside information delivered to any of the Buyers Purchasers by the Company or any of its Subsidiariessubsidiaries, or any of their respective officers, directors, employees or agents (if any) 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 Purchaser shall consult with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained each other in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to issuing any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, and neither the Company nor any Purchaser shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public disclosure prior to its release)statement or communication where applicable laws, rules or regulations permit. Without the prior written consent of the any applicable BuyerPurchaser, the Company shall not (and shall cause each of its Subsidiaries subsidiaries and affiliates to not) disclose the name of such Buyer Purchaser in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law, Nasdaq or AIM regulations or the UK Takeover Code, in which case the Company shall provide the applicable Purchasers with prior notice of such disclosure permitted hereunder where applicable laws, rules or regulations permit.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. a.m., New York time, (but in no event prior to 9:15 a.m.), New York time, ) on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. a.m., New York time, (but in no event prior to 9:15 a.m.), New York time, ) on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of Warrants and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in the Securities Purchase Agreement attached to the 8-K Filing, without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreementsecond (2nd) Business Day following the Closing Date, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company Social shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules including as exhibits to such Form 8-K this Agreement) and , the form of Warrants) Note, the form of Warrant and the Registration Rights Agreement (such filing, including all attachments, the “"8-K Filing”"). From and after Social shall provide the issuance of the Press ReleaseAgent, the Company shall have disclosed all materialLenders and the Holders a reasonable opportunity to review the 8-K Filing prior to the filing thereof, subject to Section 8.34 of this Agreement. Any material non-public information (if any) delivered provided by any Borrower to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents Lender in connection with the transactions contemplated hereby shall be included by Social within the Transaction Documentsaforementioned 8-K Filing. The Company shall not, and None of 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 Credit Parties or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its their respective Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in on the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiariesone hand, or any of its the Lenders, Holders or their respective officersthe Agent, directorson the other hand, 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Lender, Holder or the Agent without the prior written consent of (a) the Lenders, Holders or the Agent, with respect to any proposed issuance by the Credit Parties or any of their respective Subsidiaries, or (b) the Credit Parties, with respect to any proposed issuance by any Lender, Holder or the Agent, in any such case, which consent shall not be unreasonably withheld; provided, however, the Company that Social shall be entitled, without the prior approval of any BuyerLender or Holder or the Agent, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided provided, that in the case of clause (i) ii), each Buyer Lender, Holder and the Agent shall be consulted by the Company Social in connection with any such press release or other public disclosure prior to its release). Without Notwithstanding anything to the prior written consent contrary contained herein, Social and each of the applicable Buyerother Credit Parties acknowledges and agrees that each Holder and/or its Affiliates may file a Schedule 13G or Schedule 13D (or amendment thereto) and other filings required under the 1934 Act relating to the transactions contemplated hereby and any amendments thereto, the Company shall not and include in such Schedule 13G or Schedule 13D (and shall cause amendments thereto) and any such other filings under the 1934 Act such information regarding the transactions contemplated hereby and other matters relating to Social and the other Credit Parties as such Holder or Affiliate thereof determines after consultation with its legal counsel should be included therein, and Social and each of its Subsidiaries and affiliates to not) disclose the name of other Credit Parties agrees that no such Buyer in any filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement, any other than in the Transaction Documents filed as exhibits Document or any other agreement to which any Credit Party is a party or otherwise bound; provided, however, that each Lender shall use its reasonable efforts to limit any such disclosure to the 8-K Filing), announcement, release requirements of Schedule 13G or otherwiseSchedule 13D (and amendment thereto) or such other applicable form or schedule as determined by such Lender in consultation with its legal counsel.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreementfirst (1st) Business Day after the Execution Date, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Warrants) (including all attachments, the “86-K Filing”). From and after the issuance date of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers Buyer by the Company 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 6-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 86-K FilingFiling 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 subsidiaries (as applicable) that Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the form of the Warrants and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 the Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Buyer 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 Buyer, the Company shall not (and shall cause each of its Subsidiaries the Subsidiary and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the date of this Agreement, issue a press release fourth (the “Press Release”4th) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance As of the Press Releasefiling of the 8-K Filing, to the knowledge of the Company, the Company shall have publicly disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Law and regulations (provided that in regulations. Notwithstanding the case of clause (i) each Buyer shall be consulted by foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in connection any filing with the SEC or any such press release regulatory agency or other public disclosure prior to its release). Without Trading Market, without the prior written consent of the applicable such Buyer, the Company shall not except: (and shall cause each of its Subsidiaries and affiliates to nota) disclose the name of such Buyer as required by federal securities Law in any filing connection with (other than in the Transaction Documents filed as exhibits to i) the 8-K Filing, (ii) any registration statement contemplated by the Registration Rights Agreement and (iii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by Law or Trading Market regulations, in which case the Company shall provide the Buyers 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 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first business day after the date of this Agreementhereof, 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 the Transaction Documents hereby in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) this Agreement as an exhibit to such filing (including all attachments, the “8-K Filing”). From and after the issuance Except with respect to any Buyer a representative of which is a member of the Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any Board of the Buyers by Directors of the Company or any of its Subsidiariesother Buyer affiliated with such Buyer, 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 nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section 4(f) without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer Essex Woodlands Health Ventures VII, L.P. (the “Lead Buyer”) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)By 5:30 p.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on the date of this Agreement, the Company shall issue a press release; provided, that, if this Agreement is entered into after 5:30 p.m., the Company shall issue a press release by 9:00 a.m. New York City time on the date following the date of this Agreement. By 5:30 p.m., New York City time, on the date following the date of this Agreement, the Company shall make commercially reasonable efforts to file a Current Report of Foreign Private Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules Investor Presentation as an exhibit to this Agreement) and the form of Warrants) such filing (including all attachmentssuch exhibit, the “8-K Securities Filing”). From and after the issuance filing of the Press ReleaseSecurities Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by Securities Filing. In addition, effective upon the Transaction Documentsissuance of the Securities 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 or employees and the Placement Agents, on the one hand, and any of the Buyers, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release Securities Filing with the SEC without the express prior written consent of such Buyer. In If a Buyer has, or believes it has, received any such material, nonpublic information regarding the event of a breach of any of the foregoing covenants Company or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in it shall provide the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agentsCompany with written notice thereof. 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby, other than a subsequent Report of Foreign Private Issuer on Form 6-K filed on the date of this Agreement that includes as exhibits the material Transaction Documents (including, without limitation, this Agreement, the Registration Rights Agreement and the form of Warrant); provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Securities 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)regulations. Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise other than in connection with the registration statement contemplated by the Registration Rights Agreement, unless such disclosure is required by law, regulation or the Principal Market. To the extent that the Company delivers any material, non-public information regarding the Company to a Buyer without such Buyer’s consent, absent an agreement as to confidentiality with respect to such information, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to Company, any of its Subsidiaries, or any of their respective officers, directors, agents or employees, or a duty to the Company, and of its Subsidiaries or any of their respective officers, directors, agents or employees not to trade on the basis of, such material, non-public information, provided that the Buyer shall remain subject to applicable law. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the fourth (4th) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance As of the Press Releasefiling of the 8-K Filing, to the knowledge of the Company, the Company shall have publicly disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law Law and regulations (provided that in regulations. Notwithstanding the case of clause (i) each Buyer shall be consulted by foregoing, the Company shall not publicly disclose the name of any Buyer, or include the name of any Buyer in connection any filing with the SEC or any such press release regulatory agency or other public disclosure prior to its release). Without Trading Market, without the prior written consent of the applicable such Buyer, the Company shall not except: (and shall cause each of its Subsidiaries and affiliates to nota) disclose the name of such Buyer as required by federal securities Law in any filing connection with (other than in the Transaction Documents filed as exhibits to i) the 8-K Filing, (ii) any registration statement contemplated by the Registration Rights Agreement and (iii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by Law or Trading Market regulations, in which case the Company shall provide the Buyers with prior notice of such disclosure permitted under this clause (b). It is understood that, announcementby execution of this Agreement, release or otherwiseLSVM 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 9:30 a.m. (but As soon as practicable after the Amendment and Restatement Closing Date and in no any event prior to 9:15 a.m.), New York time, on within the date of this Agreement, issue a press release (time period required under the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms rules and regulations of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this AgreementSEC, the Company Issuer shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the 1934 Exchange Act and attaching all this Agreement and the material Additional Transaction Documents as exhibits to such filing (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachmentscollectively, the “8-K Filing”). From and after the issuance of the Press Release; provided, however, the Company Issuer shall have disclosed all material, nonnot file the 8-public information (if any) delivered to any of the Buyers by the Company K Filing or any of its Subsidiaries, amendment or any of their respective officers, directors, employees or agents in connection supplement thereto with the transactions contemplated by SEC without first providing a copy of such document, in draft form, to the Transaction Documents. The Company shall notNote Holder and affording the Note Holder a reasonable opportunity to review and comment thereon, and the Company Issuer shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide consider any Buyer with any material, nonNote Holder comments on the 8-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained K Filing in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of and use reasonable efforts to incorporate such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agentscomments. 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, Except for any such disclosure. Subject to the foregoing, neither the CompanyIssuer, its Subsidiaries any other Subject Company nor any Buyer the Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of any Buyerthe Note Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations or Nasdaq rules (provided that in the case of clause (i) each Buyer Note Purchaser shall be consulted by the Company Issuer in connection with any such press release or other public disclosure a reasonable period prior to its release). Without Except for the 8-K Filing, the Proxy Statement, any registration statement required to be filed pursuant to the Registration Rights Agreement or as otherwise required by law, without the prior written consent of any applicable Note Purchaser, neither the applicable Buyer, the Company shall not (and shall cause each Issuer nor any of its Subsidiaries and affiliates to not) or Affiliates shall disclose the name of such Buyer the Note Purchaser in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, by 8:30 p.m. Eastern time on the date earlier of this AgreementAugust 1, 2005 or the Effective Date (the "Required Disclosure Date"), issue a press release (and by 12:00 p.m. Eastern time on the “Press Release”) same day, issue a Current Report on Form 8-K, each reasonably acceptable to a majority in interest of the Buyers Investors disclosing all (i) any material nonpublic information provided to any Investor, and (ii) the material terms of the transactions contemplated by hereby, and, with respect to the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)Current Report, New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by attach the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the 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 Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsthereto as exhibits. The Company shall not, and the Company shall cause each of its Subsidiaries Subsidiary and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the issuance of the Press Release Closing Date without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within two business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. 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 Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby naming the other party without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the a Current Report on Form 8-K Filing and contemporaneously therewith in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Without In addition to any other rights or claims an Investor may have, if the prior written consent Company fails to make the public disclosure required by the first sentence of this Section, then (i) the Company shall (a) pay each Investor an aggregate amount equal to (1) five percent (5%) of the applicable Buyertotal purchase price paid by the Investor for the Securities hereunder for each thirty (30) day period (or portion thereof) elapsing from the Required Disclosure Date until Company makes the required disclosure in accordance with this Section 4.11 (the "Disclosure Date"), plus (2) (b) in the event that the VWAP on the first Trading Day after the Disclosure Date is less than the VWAP on the Required Disclosure Date, the amount of such difference multiplied by the number of Securities and (ii) without any further action required, the Exercise Price of the Series A Warrants shall be automatically reduced to equal $1.50 per share and the Expiration Date of the Series A Warrants shall be extended one day for each day elapsing from the Required Disclosure Date until the Disclosure Date. The amounts payable as partial liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States beginning on the fifth day following the Required Disclosure Date and on the fifth day of each successive month thereafter. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company shall not will pay interest thereon at a rate 9% per annum (and shall cause each of its Subsidiaries and affiliates or such lesser maximum amount that is permitted to notbe paid by applicable law) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)Investor, announcementaccruing daily from the date such partial liquidated damages are due until such amounts, release or otherwiseplus all such interest thereon, are paid in full.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first Business Day following the execution and delivery 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 hereby (the Transaction Documents“Press Release”). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the issuance filing of the Press Release, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of the Company and the Buyers shall be entitled, without the prior approval of any Buyerthe other parties to this Agreement, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the Company or the Buyers, as the case may be, shall be consulted by the Company in connection with any such party seeking to make the press release or other public disclosure prior to its release). Without Other than in connection with the future SEC Reports or except as provided in the previous sentence, the Company shall not disclose the name of any Buyer without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. a.m., New York time, (but in no event prior to 9:15 a.m.), New York time, ) on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. a.m., New York time, (but in no event prior to 9:15 a.m.), New York time, ) on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of Warrants and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than in the Securities Purchase Agreement attached to the 8-K Filing, without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementDecember 4, 2003, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules forms of Warrants as exhibits to this Agreement) and the form of Warrants) such filing (including all attachments, the “8-K Filing”). 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 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 nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (Agreement, the Amended Security Documents, the form of the Second Amended and all schedules to this Agreement) Restated Convertible Notes, the form of the Amended and Restated Bridge Notes, and the form of Warrants) the Forbearance Warrants (including all attachments, the “8-K Filing”). From and after The 8-K Filing shall not refer to the issuance Investor by name without the approval of the Press Release, Investor to the Company shall have disclosed all material, non8-public information (if any) delivered K Filing prior 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 Documentsrelease. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after with the issuance of the Press Release SEC without the express prior written consent of such Buyer. In the event Investor or as may be required under the terms of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith that do not refer to the Investor by name and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, and except as required by applicable Buyerlaw or regulation, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer the Investor in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on (i) Contemporaneous with or before 9:30 a.m. (but in no event prior to 9:15 a.m.), 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 date of this Agreementsecond Business Day following the Closing Date, issue the Company shall file a press release Form 8-K (the “Press ReleaseAnnouncing Form 8-K”) reasonably acceptable to with the Buyers disclosing all SEC. The Announcing Form 8-K, (x) shall describe the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. , including the purchase of the Notes and Warrants, (but in no event prior y) shall include as exhibits to 9:15 a.m.such Form 8-K this Agreement (including the schedules hereto), New York timethe form of Note, on the date form of this Warrant, the form of Security Agreement, the form of Account Control Agreement, the form of Subsidiary Guaranty, the form of Shareholder Guaranty, the form of Company and Subsidiary Pledge Agreement and the form of Shareholder Pledge Agreement and (z) shall include any other information required to be disclosed therein pursuant to any Securities Laws or other Laws. Unless 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 the Transaction Documents Closing. Subject to the agreements and covenants set forth in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”Section 4(i). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations Law (provided provided; however, that in the case of clause (i) each Buyer Buyers 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 (release and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filingbe provided with a copy thereof), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Unless otherwise agreed to by the parties, the Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreementfirst (1st ) Business Day after the Closing, (x) issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Company disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. Documents and (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall y) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of WarrantsRegistration Rights Agreement) (including all attachments, the “8-K Filing”). From The Company (i) acknowledges and after the issuance of the Press Releaseagrees that by October 15, 2014, the Company shall have disclosed all material, Buyer will not be in possession of any material non-public information (if any) delivered to any of the Buyers by regarding the Company or any of its Subsidiaries, or any Subsidiaries disclosed as part of their respective officers, directors, employees or agents in connection with the transactions contemplated by disclosures made to Buyer pursuant to the Transaction Documents. The Company NDA and (ii) 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 issuance execution of the Press Release this Agreement without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants Buyer (which may be granted or any of the covenants contained withheld in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer’s sole discretion), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press Release and any other 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 regulations. Unless required by the Company in connection with any such press release or other public disclosure prior to its release). Without law, without the prior written consent approval of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), 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 Subsidiaries that such Buyer receives from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, stockholders or agents, other than as set forth in the NDA.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the second (2nd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the form of Notes, the form of the Warrants, the form of Pledge Agreement and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). 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 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants or agreements contained in Section 4(n) the Transaction Documents 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 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file (i) a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “86-K Filing”) and (ii) a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the “Material Change Report”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. If a Buyer has, or believes it has, received any material, non-public information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence or any of the covenants contained in Section 4(n), such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material, non-public information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 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 hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and the Material Change Report 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 BuyerBuyer or except as required by applicable law or by any regulatory authority or court of competent jurisdiction, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyer disclosing all material terms of the transactions contemplated hereby (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents). On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date second Business Day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). From and after the issuance filing of the Press Release, the Company Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch Press Release. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such the Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwisePrincipal Market.

Disclosure of Transactions and Other Material Information. The If required by existing SEC rules and regulations, the Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the form of Notes, the form of the Warrants and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered provided to any of the Buyers by the Company or any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants covenants, including, without limitation, Section 4(o) of this Agreement, or any of the covenants or agreements contained in Section 4(n) 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 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)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 information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on At or before 9:30 8:30 a.m. (but in no event prior to 9:15 a.m.)Eastern Time) on August 13, New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 including as an exhibit to the Transaction Documents Announcing Form 8-K this Agreement, in the form required by the 1934 Act Act, and attaching all neither the material Transaction Documents (including, without limitation, Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement (and all schedules prior to this Agreement) and such filing of the form of Warrants) (including all attachments, the “Announcing 8-K Filing”). K. From and after the issuance filing of the Press ReleaseAnnouncing Form 8-K with the SEC, the Company Investor shall have disclosed all material, non-public not be in possession of any material nonpublic information (if any) delivered to any of the Buyers by received from the Company or any of its 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 The Company shall have any liability to the Companynot, any and shall cause each of its Subsidiaries, or any of its or their respective officers, directors, employeesemployees and agents not to, stockholders or agents, for provide the Investor with any such disclosurematerial nonpublic information regarding the Company from and after the filing of the Announcing Form 8-K with the SEC without the express written consent of the Investor. Subject to the foregoingforegoing and except for the Announcing Form 8-K, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations or as directed by the Principal Market (provided that that, in any such case the case of clause (i) each Buyer Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in “Business Day” means any filing (day other than Saturday, Sunday or other day on which commercial banks in the Transaction Documents filed as exhibits City of New York are authorized or required by law to the 8-K Filing), announcement, release or otherwiseremain closed.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (second Business Day immediately following the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 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 in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the American Stock Exchange (provided that in the case of clause (i) each Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York local Eastern time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Holder disclosing all the material terms of the transactions contemplated by the Transaction Exchange Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timelocal Eastern Time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Third Amended and Restated Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers Holder by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Exchange Documents. The Company shall notIf the Holder has, and the Company shall cause each of its Subsidiaries and each of its and their respective officersor believes it has, directors, employees and agents, not to, provide any Buyer with received any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance in breach of the Press Release without immediately preceding sentence, the express prior Holder shall provide the Company with written consent notice thereof in which case the Company shall, within two (2) Business Days of the receipt of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) notice, if so requested by the CompanyHolder, 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 disclosure of a press release, public advertisement or otherwise, of all such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. 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. so provided.. Subject to the foregoing, neither the Company, its the Subsidiaries nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerHolder, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than in the Transaction Documents filed as exhibits to filing, announcement, release or otherwise unless required by applicable law or regulations. In addition, following the 8-K Filing, the Company shall not, and the Company shall cause each of the Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Holder with any material, nonpublic information regarding the Company or any of the Subsidiaries without the express prior written consent of the Holder; provided, however, that any information provided to or otherwise known by designees of the Holder to the Board (as hereinafter defined) shall not result in a breach of this sentence or require any disclosure under this Section 4(f), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York timeCity Time, on the third (3rd) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York timeTime, on the third (3rd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching including as exhibits thereto, all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , and the form of WarrantsWarrants and the Registration Rights Agreement) (including all attachmentsexhibits, the “8-K Filing”). From and after the issuance of the Press Release, the The Company shall have disclosed publicly disclose all information that constitutes or could reasonably be expected to constitute material, non-public nonpublic information (if any) delivered which has been provided to any of the Buyers by prior to the Company or any of its Subsidiariesdate hereof no later than the Filing Deadline (as defined in the Registration Rights Agreement). From and after the date hereof, 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 subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(o)(vii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer after consultation with such Buyer’s legal counsel), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, 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, 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, any of its Subsidiaries subsidiaries, nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date first Business Day following the execution and delivery of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and , the form of Warrantseach of the Notes, the Warrants and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance filing of the Press Release8-K Filing, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered provided to them by the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documentssuch 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except as otherwise required by law, without the prior written consent of the any applicable BuyerBuyer (which consent shall not be unreasonably withheld), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such any Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Convertible Notes and Warrants) (including all attachments, the “86-K Filing”). From and after the issuance date of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers each Buyer by the Company 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, agents not to, provide any each Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 6-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each such 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 each Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 86-K FilingFiling 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, from and after the 6-K Filing, and except as set forth in Section 4(p), 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, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementOctober 27, 2004, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Purchaser disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby and complying with applicable Commission rules. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) this Agreement and the Warrant as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). 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 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 subsidiaries and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer the Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosurePurchaser. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser's consent; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Buyer the 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 the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms end of the transactions contemplated by fourth Business Day following the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this AgreementClosing, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this the Registration Rights Agreement) and the form of Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance As of the Press Releasedate of the filing of the Form 8-K, the Company Buyer shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any the Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such the Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right Company agrees to make file a public disclosure, in current report on Form 8-K that contains the form of a press release, public advertisement or otherwise, material details of such material, non-public information without disclosure (and to provide Buyer with a reasonable opportunity to review and comment upon such filing prior to its filing with the prior approval by SEC and to incorporate such comments therein as 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 disclosureCompany deems reasonably necessary). Subject to the foregoing, neither the Company, its Subsidiaries Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with and given an opportunity to review and comment on any such press release or other public disclosure prior to its release). Without Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Buyer, or include the name of the Buyer in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of the applicable Buyer, the Company shall not except (and shall cause each of its Subsidiaries and affiliates to noti) disclose the name of such Buyer for disclosure thereof in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)Filing or Registration Statement or (ii) as required by law or Principal Market regulations or any order of any court or other governmental agency, announcement, release or otherwisein which case the Company shall provide the Buyer with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the second (2nd) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and ), the form of Warrantsthe Security Documents, the form of the Notes, the form of Warrants and the Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer, except as expressly contemplated by Section 4(o)(viii). If a Buyer has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, such Buyer shall provide the Company with written notice thereof in which case the Company shall, within one (1) Trading Day of the receipt of such notice, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shallOn or before 8:30 a.m., New York City time, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the fourth Business Day immediately following the date of on which this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated Agreement is executed and delivered by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From The Company acknowledges and agrees that, from and after the issuance filing of the Press Release8-K Filing with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, entitled to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations (provided that in of the case of clause American Stock Exchange. Notwithstanding the foregoing, the Company (i) shall provide each Buyer Purchaser with a reasonable opportunity to review and comment on the 8-K Filing, any press release related thereto and any other public disclosure related thereto prior to the filing or issuance thereof and (ii) except as required by applicable law shall be consulted by not use the Company name of any Purchaser in connection with any the 8-K Filing or such press release or other public disclosure prior to its release). Without without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwisePurchaser.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 By 9:00 a.m. (but in no event prior to 9:15 a.m.), New York time, local time on the date of this Agreementhereof, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers Investor disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (As promptly as practicable but in no any event prior to 9:15 a.m.)not later than 5:30 p.m., New York local time, on the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K with the SEC describing all the material terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Series C-1 Certificate of Designations and the Series C-2 Certificate of Designations, in the form required by the 1934 Act and attaching all (the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “"8-K Filing”FILING"). From Notwithstanding the foregoing, the preceding sentence is not intended to impose any greater disclosure obligation on the Company than is imposed by the 1934 Act and after the issuance rules promulgated thereunder. The Company shall provide the Investor with a draft copy of the Press Release8-K Filing as early as practicable prior to the filing. Thereafter, for a period of two years the Company shall have disclosed provide the Investor promptly after filing with copies of all material, non-public information (if any) delivered to any of the Buyers filings made by the Company with the SEC pursuant to Section 13 or 15 of the 1934 Act which are not filed pursuant to EDGAR. The Company and the Investor shall consult wxxx xach other in issuing any press releases or otherwise in making public statements or filings with the SEC or any of its Subsidiaries, regulatory agency or any of their respective officers, directors, employees or agents in connection Principal Market with respect to the transactions contemplated hereby. Except as set forth above, neither the Investor nor the Company shall issue any press release or otherwise make any public statement, filing or other communication about the transactions contemplated hereby without the prior consent of the other, except if such disclosure is required by law or the Transaction Documentsrules and regulations of any Principal Market, in which case the disclosing party shall promptly provide the other parties with prior notice of such public statement, filing or other communication. The Company shall not, and the Company shall use its reasonable best efforts to cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in without 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 express written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwiseInvestor.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Holder disclosing all the material terms of the transactions contemplated by the Transaction Exchange Documents. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the 1934 Act and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the forms of the Notes and the form of Warrantsthe Amended and Restated Registration Rights Agreement) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public nonpublic information (if any) delivered to any of the Buyers Holder by the Company or any of its the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the transactions contemplated by the Transaction Exchange Documents. The Company shall not, and the Company shall cause each of its the Subsidiaries and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer the Holder with any material, non-public nonpublic information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of the Holder. If the Holder has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries in breach of the immediately preceding sentence, the Holder shall provide the Company with written notice thereof in which case the Company shall, within two (2) Trading Days (as defined in the Notes) of the receipt of such Buyernotice, if so requested by the Holder, make a public disclosure of all such material, nonpublic information so provided. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyerthe Holder), in addition to any other remedy provided herein or in the Transaction other Exchange Documents, such Buyer the Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer The Holder shall not have any liability to the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its the Subsidiaries nor any Buyer the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable BuyerHolder, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer the Holder in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise unless required by applicable law or regulations.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) ), the form of Certificate of Designations, the form of Warrant, and the form of Warrantsthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documentsagents. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In Buyer or as may be required under the event of a breach of any terms of the foregoing covenants Transaction Documents. If a Buyer has received any such material, nonpublic information regarding the Company or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officersit may provide the Company with written notice thereof. The Company shall, directors, employees and agents within five (5) Trading Days (as determined defined in the reasonable good faith judgment Certificate of Designations) of receipt of such Buyer)notice, 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, disclosure of such material, non-public information 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 disclosurenonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). 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 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 Subsidiary and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the issuance of the Press Release Closing Date without the express prior written consent of such BuyerInvestor. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public material nonpublic information without the prior approval by the Company, any each Subsidiary, or each of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. 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 Buyer Investor shall have any liability to the Company, any of its SubsidiariesSubsidiary, or any of its or their respective officers, directors, employees, stockholders or agents, agents for any such disclosuredisclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any BuyerInvestor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the a Current Report on Form 8-K Filing and contemporaneously therewith in compliance with the requirements of the Exchange Act, and (ii) as is may otherwise be required by applicable law and regulations, including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Buyer Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeTime, on the date of this Agreement, issue a press release (first Business Day following the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and ), the form of WarrantsDebenture, the form of Warrant and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). From and after the issuance As of the Press Releasefiling of the 8-K Filing with the SEC, unless required pursuant to Section 3(i) of the Company Registration Rights Agreement, no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by 8-K Filing. Unless required pursuant to Section 3(i) of the Transaction Documents. The Registration Rights Agreement, the Company shall not, and the Company shall use its reasonable best efforts to cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the CompanyBuyer shall not, any and shall use its reasonable best efforts to cause each 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)not to, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by solicit from the Company, any of or from its Subsidiaries, or any of its or their respective officers, directors, employees and agents any material non-public information regarding the Company 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Warrants) (including all attachments, the “86-K Filing”). From and after the issuance date of the Press Release6-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers each Buyer by the Company 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, agents not to, provide any each Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 6-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each such 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 each Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 86-K FilingFiling 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 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, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) , the Certificate of Designation for the Series C Preferred Shares and the form of each of the Warrants) (including all attachments, the “8-K Filing”). From and after the issuance date of the Press Release8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers Buyer by the Company 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release 8-K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates Affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K FilingFiling or any filing that incorporates language from the 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 Buyer has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the date hereof 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 subsidiaries (as applicable) that Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on December 29, 2008, the date of this Agreement, Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall and file a Current Report on Form 8-K describing all the material terms of certain warrants that will become issuable upon the extension of the Company’s current borrowing and guarantee facility with Sanderling Venture Partners and Alafi Capital Company (the “Credit Support Warrants”) and the terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of WarrantsWarrants and the Ramius Securities Purchase Agreement (as defined in Section 7(xiii)) and other agreements related thereto) as exhibits to such filing (including all attachments, the “8-K Filing”). 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 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Buyer 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 any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Company’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.)Between 4:00 p.m. and 5:30 p.m., New York timeTime, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing all this Agreement and by any documents relating to the material terms issuance of the transactions contemplated by the Transaction Documents Conversion Common Stock in the form required by the 1934 Act Act, and attaching all the material Transaction Documents transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”, and the description and attachments, the “8-K Materials”). The Company shall otherwise release to the public any other material non-public information of which the Company is aware that the Investor has knowledge by 9:30 am, New York Time, April 10, 2006. From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company Investors shall have disclosed all not be in possession of any material, non-public nonpublic information (if any) delivered to received from the Company, any of the Buyers by the Company its Subsidiaries or any of its Subsidiaries, or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer the Investor with any material, non-public material nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 disclosureInvestor. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any Buyer the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyerthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Trading Market (provided that in the case of clause (i) each Buyer the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 9:00 a.m.), New York time, on the first (1st) 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 the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.)5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrantsthe Registration Rights Agreement) (including all attachments, the “8-K Filing”). 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 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, agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its the Subsidiaries from and after the issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 any Subsidiary nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, (i) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiB) as is required by applicable law and regulations (provided that in the case of clause (iA) each Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Buyer 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 BuyerBuyer and notwithstanding anything to the contrary in this Agreement, the Company shall not (and shall cause each of its the Subsidiaries and affiliates to not) disclose the name of such Buyer or any affiliate of the Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the Buyer.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance filing of the Press Release8-K Filing with the SEC, the Company no Buyer shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents agents, that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, not to, provide any Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the SEC without the express prior written consent of such the Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Neither the Company, its Subsidiaries nor any Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations regulations, and (provided that in B) any Buyer may 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 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)1934 Act. Without the prior written consent of the any applicable Buyer, neither the Company shall not (and shall cause each nor any of its Subsidiaries and or affiliates to not) shall disclose the name of such the Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing)filing, announcement, release or otherwiseotherwise other than in connection with the Exchange Offer Registration Statement (as defined in the Indenture), as contemplated pursuant to Section 4.22 of the Indenture, or unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York time, on the date of this Agreement, issue a press release first (the “Press Release”1st) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K 8‑K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of each of the Warrants) (including all attachments, the “8-K Form 8‑K Filing”). From and after the issuance date of the Press ReleaseForm 8 K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to any of the Buyers each Buyer by the Company 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, agents not to, provide any each Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the issuance date of the Press Release Form 8 K Filing without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any each Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-Form 8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each such 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 each Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed 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 exhibits to the 8-K Filingrequired 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, or a duty not to trade on the basis of, any information regarding the Company or any of its subsidiaries (as applicable) that such Buyer receives from the Company, any of its subsidiaries or any of its or its officers, directors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “8-K Filing”). From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any) regarding the Company and its Subsidiaries delivered to any of the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. 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 issuance of the Press Release without the express prior written consent of such Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 nor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto), 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 Subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York City time, on the date of this Agreementsecond Business Day (as used herein, issue the term "Business Day" shall mean any day except a press release (Saturday, Sunday or day on which banking institutions are legally authorized to close in Tempe, Arizona) immediately following the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m. (but in no event prior to 9:15 a.m.), New York time, on 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 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, in the form required by the 1934 Exchange Act and attaching all (the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Warrants) (including all attachments, the “"8-K Filing”"). From and after the issuance filing of the Press Release8-K Filing with the Commission, the Company no Purchaser shall have disclosed all be in possession of any material, non-public nonpublic information (if any) delivered to any of received from the Buyers by the Company or Company, any of its Subsidiaries, Subsidiaries or any of their respective officers, directors, employees or agents that is not disclosed in connection with the transactions contemplated by the Transaction Documents8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of its and their respective officers, directors, employees and agents, agents not to, provide any Buyer Purchaser with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release 8-K Filing with the Commission without the express prior written consent of such BuyerPurchaser. In Neither the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information 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 Company nor any Buyer Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any BuyerPurchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith therewith, and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) each Buyer above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date of this AgreementSeptember 30, 2004, issue a press release (the “Press Release”) reasonably acceptable to the Buyers Buyer disclosing all the material terms of the transactions contemplated by the Transaction Documentshereby. On or before 9:30 a.m. (but in no event prior to 9:15 8:30 a.m.), New York timeCity Time, on the date first business day following the 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 the Transaction Documents in the form required by the 1934 Act Act, and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules forms of Warrants as exhibits to this Agreement) and the form of Warrants) such filing (including all attachments, the “"8-K Filing”"). 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 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 the Buyer with any material, non-public nonpublic information regarding the Company or any of its Subsidiaries from and after the issuance filing of the Press Release press release referred to in the first sentence of this Section without the express prior written consent of such the Buyer. In the event of a breach of any of the foregoing covenants or any of the covenants contained in Section 4(n) covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents (as determined in the reasonable good faith judgment of such Buyer)agents, in addition to any other remedy provided herein or in the Transaction Documents, such the Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No The Buyer shall not have any liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents, agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor any the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Buyer in any filing, announcement, release or otherwise without the Buyer’s consent; provided, however, that the Company shall be entitled, without the prior approval of any the Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing (other than in the Transaction Documents filed as exhibits to the 8-K Filing), announcement, release or otherwise.