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

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and and, within four business days after the date of this Agreement, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Second Amended and Restated Primary Notes and the form of the Second Amended and Restated WarrantsSeries B Notes) (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor 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 NotesAmended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the first Business Day following the execution and delivery of this Agreement, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby (the “Press Release”). On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Agreement and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SECPress Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingsuch Press Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany 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) the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementAgreement (the “8-K Filing Time”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement hereby in the form required by the 1934 Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, this Agreement, the form of Other Agreements, the Second Amended and Restated Notes Security Documents and the form of the Second Amended and Restated WarrantsExchanged Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, (x) the Company shall announce that it has hired engaged an investment banker to explore strategic alternatives to maximize shareholder valuealternatives, including, without limitation, the sale of the Company and (y) the Company shall set forth the book value of the Company as of December 31, 2007. From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The For so long as the Exchanged Notes and the Warrants (as defined in the Securities Purchase Agreement) are outstanding, other than notices required to be delivered pursuant to Section 4(m) of the Securities Purchase Agreement, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If For so long as the Exchanged Notes and the Warrants are outstanding, if the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Exchanged Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementAmendment, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by the this Agreement Amendment in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) Amendment as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of any such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations (provided that in the case of clause (i) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On As soon as practicable and in any event on or before 8:30 a.m.4:00 p.m., New York City timeTime, on the second Business Day 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 the material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Purchase and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form a generic description of the Second Amended and Restated Notes and the form expected use of the Second Amended and Restated Warrants) proceeds therefrom (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiaries, or any of its respective officers, directors, employees employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company Filing or any of its Subsidiaries from and after the subsequent press release or filing of the on Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public manner described below or covered by a non-disclosure of such material, nonpublic informationagreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders stockholders, or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release release, or otherwise, unless such disclosure is required by law, regulation regulation, or the Principal The NASDAQ Global Select Market.

Disclosure of Transactions and Other Material Information. (i) On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Notes, the form of Warrant, the form of the Registration Rights Agreement, the form of the Second Amended and Restated Notes Voting Agreement and the form of the Second Amended and Restated WarrantsSecurity Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after October 31, 2006, except as permitted by Section 4(j)(ii) below and, in such case, from and after the filing of the 8-K Filing with the SECDisclosur e Date (as defined below), the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC prior to October 31, 2006. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic nonpubl ic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval app roval of the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (ix) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiy) as is required by applicable law and regulations (provided that in the case of clause (iz) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding the foregoing, unless (I) in the event that Prentice is deemed a director by deputization by virtue of the rights set forth in Section 4(t), the restrictions set forth in this Section 4(j) shall not apply to the provision of information in the ordinary course to such director and the rights of Prentice and its affiliates to disclose any material non-public information received by such director as set forth in this Section 4(j)(i) shall not apply and (II) in the event any Buyer receives material non-public information it solicited from any employee, officer or director of the Company or any of its Subsidia xxxx the rights of such Buyer and its affiliates to disclose any material non-public information received by such director as set forth in this Section 4(j)(i) shall not apply. (ii) In the event the Company desires to obtain the consent of the Buyers to any transaction in accordance with Section 4(l) (a “Consent Request Transaction”) and the Company has made a good faith determination that the matters relating to such Consent Request Transaction constitute material non-public information, the Company shall submit a written request (the “Material Event Notice”) to the person designated on the Schedule of Buyers for such Buyer, or such other person as such Buyer shall designate in writing to the Company (the “Material Notice Recipient”) requesting permission to deliver any such request (a “Consent Request Notice”). Until the earlier to occur of (x) the date on which the Material Notice Recipient gives written notice to the Company authorizing the delivery of such Consent Request Notice to the Buyer (the “Material Event Notice Acceptance”) or (y) the date on which the material non-public information which is the subject of the Consent Request Notice is publicly disclosed in a filing with the SEC, the Company shall be relieved of any obligation imposed by this Agreement or any other Transaction Document to deliver the Consent Request Notice to the Buyer, such Buyer shall be deemed to have waived the Buyer’s rights hereunder to receive such Consent Request Notice and the Buyer shall be deemed to have consented to such Consent Request Transaction, until the earlier to occur of (I) the date the Material Notice Recipient delivers such Material Event Notice Acceptance to the Company and (II) the date the Consent Request Transaction has been consummated. Notwithstanding anything in any Transaction Document to the contrary, the Company covenants and agrees that it shall not provide the Consent Request Noti ce to any Buyer until the earlier to occur of (x) such time as the Material Event Notice Acceptance is received by the Company or (y) the material non-public information which is the subject of the Consent Request Notice has been disclosed in a filing with the SEC. The Company shall, within five (5) Trading Days of the earlier to occur of (i) the consummation of the transactions contemplated by the Material Event Notice and (ii) the date the transaction contemplated by the Consent Request Notice is withdrawn or terminated, make public disclosure is required of any material non-public information provided to any Buyer in connection with the Consent Request Notice (the “Disclosure Date”). In the event of a breach of the foregoing covenant by lawthe Company, regulation any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Principal MarketTransaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the Security Documents, the form of Release, the form of the Second Amended and Restated Primary Notes and the form of the Second Amended and Restated WarrantsSeries B Notes) (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor 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 NotesAmended and Restated Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day within four business days following the date earlier to occur of this Agreement(i) the Closing Date or (ii) the Termination Date (as defined below), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement Agreement, the Company’s source of funds for the Redemption Amount and/or an explanation describing the Company’s inability to close the transactions contemplated hereby, in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) documents as an exhibit to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries affiliates or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries affiliates and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries affiliates from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiariesaffiliates, it shall provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) business days of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiariesaffiliates, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documentsherein, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiariesaffiliates, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiariesaffiliates, 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 affiliates nor 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 the 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) 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 contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Notes, the form of Warrant, the form of Security Documents and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, unless as contemplated pursuant to the Registration Rights Agreement, except to the extent such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Note, the form of Warrant, the form of Amended and Restated Notes Pledge and Security Agreement and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor unless required pursuant to a Transaction Document, no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Unless required pursuant to a Transaction Document, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany 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) the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On Before or before at the earlier of the Company's first public disclosure of the transactions contemplated by this Agreement (or if such public disclosure occurs after 4:00 p.m. (Eastern Time) then prior to 8:30 a.m., New York City time, a.m. on the Business Day following such disclosure) and 8:30 a.m. (Eastern Time) on the second (2nd) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series B Preferred Stock and Series C Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Certificate of Designations and the Other Holder Documents, in the form required by the 1934 Act and attaching Act. If the material Transaction Documents Closing does not previously filed occur on or prior to October 21, 2002 (including, without limitation, this Agreement, or such later date as the form of the Second Amended and Restated Notes Company and the form of Investor agree in writing), then the Second Amended Company shall file on October 21, 2002 (or such later date as the Company and Restated Warrants) (including all attachmentsthe Investor agree in writing), the “a Current Report on Form 8-K Filing”). Also included in with the 8-K Filing, SEC disclosing that the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueClosing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from the Investor of the breach, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the 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 (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before The Company shall, by 8:30 a.m., New York City time, p.m. Eastern time on the second Business Day following earlier of July 1, 2005 or the date of this AgreementEffective Date (the "Required Disclosure Date"), the Company shall issue a press release and file by 12:00 p.m. Eastern time on the same day, issue a Current Report on Form 8-K describing K, each reasonably acceptable to a majority in interest of the Investors disclosing (i) any material nonpublic information provided to any Investor, and (ii) the material terms of the transactions contemplated by this Agreement in hereby, and, with respect to the form required by Current Report, shall attach the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingthereto as exhibits. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC Closing Date without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the such 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, material nonpublic information without the prior approval by the Company, its Subsidiarieseach Subsidiary, or any each of its or their respective officers, directors, employees or agents. The In such event, such Investor shall not provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, its Subsidiariesany Subsidiary, or any of its or their respective officers, directors, employees, stockholders or 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 the any 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 the any Investor, 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) the each 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 total purchase price paid by the Investor for the Securities hereunder for each thirty (30) day period (or portion thereof) elapsing from the Required Disclosure Date until Company makes the required disclosure in accordance with this 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 will pay interest thereon at a rate 9% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, neither accruing daily from the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketfull.

Disclosure of Transactions and Other Material Information. On or before 8:30 10:30 a.m., New York City timeTime, on the second first Business Day following the date of this Agreement, the Company shall issue a press release (the "Initial Press Release") and shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Amended and Restated Notes, the form of each of the New Warrants, the form of the Second Amended and Restated Notes Registration Rights Agreement and the form of the Second Amended and Restated WarrantsSecurity Documents, if available) as exhibits to such submission (such submission including all attachments, the “8"Initial 6-K Filing”"). Also included On or before 8:30 a.m., New York Time, on the first Business Day following the Closing Date, the Company shall issue a press release (the "Closing Press Release") and shall file a Form 6-K describing the terms of the transactions contemplated by this Agreement in the 8form required by the 1934 Act and attaching any material transaction documents not previously filed as exhibits to such filing (including, without limitation, this Agreement (other than the schedules to this Agreement), the form of each of the Amended and Restated Notes, the form of each of the New Warrants, the form of the Amended and Restated Registration Rights Agreement and the form of Security Documents, if available) as exhibits to such submission (such submission including all attachments, the "Closing 6-K Filing", and together with the Initial 6-K Filing, the "6-K Filings"). The Initial Press Release and the Closing Press Release shall also indicate that the Company shall announce that it has hired an investment banker is seeking to explore strategic alternatives to maximize shareholder valueraise additional funding. From and after the filing submission of the 8Closing 6-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 86-K FilingFilings or in some other public filing or public disclosure. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Closing 6-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to require the Company to make promptly a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 nor 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 the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on (i) By the second fourth (4th) Business Day following the date of this AgreementInitial Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing (the “Announcing Form 8-K”) with the SEC. The Announcing Form 8-K, shall comply fully with the applicable 8-K rules and shall describe the terms of the transactions contemplated by the Transaction Documents, including the purchase of the Notes and Shares. The Company shall file all exhibits relating to this Agreement in the form required to be filed by the 1934 Act SEC and attaching Securities Laws or other Laws as exhibits to the material Transaction Documents not previously Company’s Quarterly Report on Form 10-QSB to be filed with the SEC on or around November 15, 2007. (including, without limitation, ii) Subject to the agreements and covenants set forth in this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”Section 4(i). Also included in the 8-K Filing, the Company shall announce not issue any press releases or any other public statements with respect to the transactions contemplated hereby or disclosing the name of any Buyer; provided, however, that it has hired an investment banker a Company shall be entitled, without the prior approval of any Buyer, to explore strategic alternatives make any press release with respect to maximize shareholder value. From and after such transactions (A) in substantial conformity with the filing of the Announcing Form 8-K Filing with and contemporaneously therewith or prior thereto and (B) as is required by applicable Law. (iii) Notwithstanding any provision herein to the SECcontrary, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC SEC, without the express prior written consent of such Buyer, other than notices required under the InvestorTransaction Documents which may constitute material non-public information. If Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor has, or believes it has, received any such (as defined in Section 4(j)) contains material, nonpublic information regarding relating to the Company or any of its Subsidiaries, it the Company so shall indicate to the such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the Company with written means to refuse to receive such notice thereof. The Company shall, within five (5) Trading Days (as defined or communication other than notices required under the Transaction Documents which may constitute material non-public information; and in the Notes) absence of receipt any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice, make public disclosure of such notice or communication do not constitute material, nonpublic information. In information relating to the event of a breach of the foregoing covenant by the Company, Company or any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Notes, the form of the Additional Notes, the form of the Replacement Warrants, the form of the Additional Warrants and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “"8-K Filing”FILING"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor 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 NotesNote) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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 contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Notes, the form of Warrant, the form of the Voting Agreement and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “86-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or any of its Subsidiaries or any of their respective officers, directors, employees and agents, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Nothing in the foregoing sentence is intended or shall not be construed to permit any Buyer to make a public disclosure of material, nonpublic information of which Buyer becomes aware through no fault of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents or to permit any Buyer to disclose material nonpublic information intentionally received by such Buyer in accordance with the terms of Section 4(n)(iii) hereof other than as provided in Section 4(n)(iii). No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosuredisclosure provided such disclosure does not contain materially false or misleading information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, unless required by applicable law or regulations, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Registration Rights Agreement and the form of the Second Amended and Restated WarrantsWarrant Amendment) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or herein, in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiariessubsidiaries, or any of its or their respective officers, directors, employees or agents; provided that the Company does not publicly disclose such information within 24 hours of such Investor (i) notifying the Company of the breach of the immediately preceding sentence and (ii) first providing the Company with such Investor's proposed form of disclosure. The Such Investor agrees to make any reasonable changes (determined in such Investor's sole discretion) to such disclosure requested by the Company within 24 hours of such Investor first providing the Company with such Investor's proposed form of disclosure. No Investor shall not have any liability to the Company, its Subsidiariessubsidiaries, 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 Company nor the any 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 the any 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) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementClosing Date, the Company shall issue cause ShellCo to file a press release and file (the "PRESS RELEASE") describing the material terms of the transactions contemplated by the Transaction Documents. The Company shall cause ShellCo to file, as a "small business issuer" (as defined in Item 10(a) of Regulation SB under the 1934 Act), a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form Transaction Documents on or prior to the date required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes and Notes, the form of the Second Amended Warrants, the Registration Rights Agreement and Restated Warrantsthe Security Documents) as exhibits to such filing, if and to the extent required by the 1934 Act (including all attachments, the “"8-K Filing”FILING"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from ShellCo, the Company, any of its their respective Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the a 8-K Filing. The Company shall not, and shall cause ShellCo and each of its their Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding ShellCo, the Company or any of its their Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received from the Company or ShellCo any such material, nonpublic information regarding ShellCo, the Company or any of its the Subsidiaries, it shall provide ShellCo and the Company with written notice thereof. The Company shall, or shall cause ShellCo to, within five four (54) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationinformation unless the Company has in good faith determined that the matters relating to such notice do not constitute material non-public information about the Company. In the event of a breach of the foregoing covenant by ShellCo, the Company, any of its their Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without with the prior approval by ShellCo or the Company. No Buyer shall have any liability to ShellCo, the Company, its any of their Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither none of ShellCo, the Company, its any of their Subsidiaries nor the Investor or any Buyer shall issue any press releases or any other public statements with in respect to of the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that ShellCo and the Company shall be entitled, without the prior approval of the Investorany Buyer, to make any press release or other public disclosure with in respect to of such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case Requirements of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal MarketLaw.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Notes, the form of Warrant, the form of the Registration Rights Agreement and the form of the Second Amended and Restated WarrantsSecurity Documents) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates Affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K within four Business Days following the Closing Date describing the terms of the transactions contemplated by this the Transaction Documents and the Exchange Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of Warrant, the Second Amended and Restated Notes form of Escrow Agreement and the form of the Second Amended Registration Rights Agreement and Restated Warrantssuch 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”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor 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 NotesWarrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., (i) Not later than 5:30 p.m. (New York City time, ) on the second (2nd) Business Day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on the Announcing 8-K with the SEC. The “Announcing Form 8-K describing K” (A) shall describe the terms of the transactions contemplated by this Agreement in and the other Transaction Documents, including the issuance of the Notes and the Warrants, (B) shall include as exhibits to such Form 8-K this Agreement (including the schedules hereto), the form required by of Note, the 1934 Act and attaching form of Warrant, the material Transaction Documents not previously filed (including, without limitation, this form of Security Agreement, the form of Guaranty, the Second Amended and Restated Notes form of Pledge Agreement, the form of Mortgage, the form of Account Control Agreement, the form of Supplemental Account Control Agreement and the form of Conveyance of Limited Overriding Royalty Interests, and (C) shall include any other information required to be disclosed therein pursuant to any securities laws or other Laws. (ii) Subject to the Second Amended agreements and Restated Warrants) (including all attachments, the “8-K Filing”covenants set forth in this Section 4(j). Also included in the 8-K Filing, the Company shall announce not issue any press releases or any other public statements with respect to the transactions contemplated hereby or disclosing the name of any Buyer; provided, however, that it has hired an investment banker the Company shall be entitled, without the prior approval of any Buyer, to explore strategic alternatives make any press release or other public disclosure with respect to maximize shareholder value. From such transactions (A) in substantial conformity with the Announcing Form 8-K and contemporaneously therewith and (B) as is required by applicable Law, including as is required by Form 8-K or any successor form thereto (provided that such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof upon request). (iii) The Company represents, warrants and covenants to each Buyer that, from and after the filing of the Announcing Form 8-K Filing with the SECSEC (subject to Section 4(n)), the Investor such Buyer shall not be in possession of any material, nonpublic material non-public information received from the Company, any of its the Subsidiaries or any of its their respective officers, directors, employees or agents. Notwithstanding any provision herein to the contrary, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its the Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Buyer or Investor (as defined in Section 4(k)) with any material, nonpublic material non-public information regarding the Company or any of its the Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC SEC, without the express prior written consent of the such Buyer or Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the such Buyer or Investor shall have the right to make a public disclosure, disclosure in the form of a press release, public advertisement or otherwise, of such material, nonpublic material non-public information without the prior approval by the Company, its the Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Buyers shall not have any liability to the Company, its Subsidiaries, the Subsidiaries or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject Notwithstanding anything to the foregoingcontrary herein, neither in the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, event that the Company believes that a notice or communication to any Buyer or Investor contains material, non-public information relating to the Company or any of the Subsidiaries, the Company so shall indicate to such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be entitledallowed to presume that all matters relating to such notice or communication do not constitute material, without non-public information relating to the prior approval Company or any of the Investor, to make any press release Subsidiaries. Upon receipt 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) the Investor shall be consulted delivery by the Company or any of the Subsidiaries of any notice in connection 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-public information relating to the Company or the Subsidiaries, the Company shall within one (1) Business Day after any such press release receipt or other delivery publicly disclose such material, non-public disclosure prior information pursuant to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketsecurities laws.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:30 a.m., New York City time, on the second first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers (which press release shall contain certain historical financial metrics of the Company as agreed to in writing by the Company and Starboard Value and Opportunity Master Fund Ltd., including, among other metrics, the current number of shares of Common Stock then outstanding), and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the a form as would be required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and Notes, the form of the Second Amended Warrant, and Restated Warrants) (including all attachmentsthe Registration Rights Agreement as exhibits to such filing, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date hereof without the express prior written consent of such Buyer, including as may be contained in the 8Confidentiality Agreement. From and after the Form 10-K Filing Date, and provided that, at the applicable time of determination, no individual affiliated with any Buyer serving on the SEC without the express written consent Board of Directors of the Investor. If Company was appointed thereto, including pursuant to Section 1(a) of the Investor hasSeptember Agreement, or believes it has, received the Company will not provide any such Buyer any material, nonpublic information regarding the Company of or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by relating to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directorsaffiliates, employees or agents. The Investor shall not have any liability If and to the Company, its Subsidiariesextent the Company does provide any such information, or any a Buyer otherwise comes into possession of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject material non-public information relating to the foregoing, neither the Company, Company or its Subsidiaries nor as a result of the Investor shall issue receipt or delivery of any press releases or any other public statements notice in accordance with respect to the transactions contemplated hereby; providedterms hereof, however, that the Company shall be entitled, without will comply with its obligations under Regulation FD under the prior approval of the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market1934 Act.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this AgreementClosing Date, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Note and the form of the Second Amended and Restated Warrants) Put Agreement (including all attachments, the “8-K Filing”). Also Parent shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review the 8-K Filing prior to the filing thereof. Any material non-public information provided by any Borrower to any Lender in connection with the transactions contemplated hereby shall be included in by Parent within the aforementioned 8-K Filing. Parent represents and acknowledges that, upon consummation of the 8-K Filing, the Company no Lender shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic material non-public information received from the Company, any of its Subsidiaries the Borrowers, or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Each of the Borrowers shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Lender with any material, nonpublic material non-public information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, such Lender or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationotherwise expressly required by this Agreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Borrowers or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Lender may, but shall not be obligated to, notify Parent of such breach and the Investor material non-public information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, Parent shall have the right either (a) deliver a notice to such Lender certifying that such material non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement advertisement, Form 8-K or otherwise, of such materialmaterial non-public information. In the event that Parent believes that a notice delivered pursuant to this Agreement contains material non-public information relating to itself, nonpublic the other Borrowers or their Subsidiaries, Parent shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material non-public information without the prior approval by the Company, relating to Parent or its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoingforegoing provisions of this Section 8.26, neither any of the Company, its Subsidiaries Borrowers nor the Investor any Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of the Investorany Lender, 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) the Investor each Lender 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 any applicable Lender, none of the Investor, neither the Company nor any of its Subsidiaries or affiliates Borrowers shall disclose the name of the Investor any Lender or its affiliates in any filing, announcement, release or otherwise, otherwise unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 a.m., a.m. New York City time, on the second first (1st) Business Day following day after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing disclosing all of the material terms of the transactions contemplated by this Agreement and the other Related Agreements in the form required by the 1934 Exchange Act and attaching all the material Transaction Documents not previously filed definitive agreements (including, without limitation, this Agreement (and all exhibits and schedules to this Agreement, other than the Disclosure Schedules), the form of Subsidiary Guaranties, the Master Security Agreement, the form of the Second Amended and Restated Notes Notes, the form of the Warrants and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “8-K Filing”); provided, however, that if the Company issues a press release on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, which press release contains a description of all material terms of the transactions contemplated by this Agreement and the other Related Agreements, the Company shall be permitted to make the 8-K Filing on or before 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement. Also included in From and after the issuance of the press release or 8-K Filing, whichever is earlier, the Company shall announce that it has hired an investment banker have disclosed all material, non-public information (if any) delivered to explore strategic alternatives to maximize shareholder value. From and after the filing any of the 8-K Filing with Purchasers by the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officersSubsidiaries, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement and agentsthe other Related Agreements. 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 the Investor any Purchaser with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the press release or 8-K Filing with Filing, as the SEC case may be, without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in this Section by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Purchaser), in addition to any other remedy provided herein or in the Transaction Documentsother Related Agreements, the Investor such Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic 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. The Investor No Purchaser shall not 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 the Investor any 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 the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the press release or 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) the Investor each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investorapplicable Purchaser, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Purchaser in any filingfiling (other than the 8-K Filing), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Purchaser has had, and no Purchaser shall have (unless expressly agreed to by a particular Purchaser after the date hereof in a written definitive and binding agreement executed by the Company and such disclosure is required by lawparticular Purchaser (it being understood and agreed that no Purchaser may bind any other Purchaser with respect thereto)), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., Before 8:00 a.m. (New York City time, Time) on the second (2nd) Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto), the New Registration Rights Agreement and the Form of Replacement Warrant, in the form required by the 1934 Act and attaching (the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “"ANNOUNCING FORM 8-K Filing”K"). Also included in Before 8:00 a.m. (New York Time) on the 8-K Filingfirst (1st) Business Day following each Closing Date, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valuepublicly disclose the occurrence of the applicable Closing, including the aggregate number of Replacement Warrant Shares issuable upon exercise of the Replacement Warrants issued at such Closing. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, 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 Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any 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 (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Before --------------------------------------------------------- 9:00 a.m. (Eastern Time) on June 18, New York City time, on the second Business Day following the date of this Agreement2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Series B Certificate of Designations, the Amended and Restated Registration Rights Agreement and the Other Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 14, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material Transaction Documents not previously filed Company shall file on June 15, 2001 (includingor such later date as the Company and each Investor agree in writing), without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “a Current Report on Form 8-K Filing”). Also included in with the 8-K Filing, SEC disclosing that the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueClosing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the 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 (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second first Business Day following the date of this Agreement, the Company shall issue file a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Second Amended and Restated Notes and Notes, the form of Warrant, the Second Amended Registration Rights Agreement and Restated Warrantsthe Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer, and no Buyer shall request, with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to request the Company to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany 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) the Investor each 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 any Buyer, or include the name of any Buyer in any filing with the SEC or any regulatory agency or the Principal Market, without the prior written consent of such Buyer, except (i) for disclosure thereof in the Investor8-K Filing or Registration Statement or (ii) as required by law or Principal Market regulations or any order of any court or other governmental agency, neither in which case the Company nor any shall provide such Buyer with prior notice of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketdisclosure.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 8:30 9:30 a.m. (but in no event prior to 9:15 a.m.), New York City time, on the second Business Day trading day immediately following the date of this Agreement, the Company shall (i) issue a press release (the “Press Release”) disclosing all the material terms of the transactions contemplated by this Agreement and (ii) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Agreement and the form of the Second Amended and Restated Warrants) Warrants (including all attachments, the “8-K Filing”). Also included in From and after the 8-K Filingissuance of the Press Release, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) delivered to the Purchaser by the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated herein. The Company shall not, and the Company shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Purchaser with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of any of the foregoing covenant covenants or any of the covenants contained in this Section 4.8 by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Purchaser), in addition to any other remedy provided herein or in the Transaction Documentsherein, the Investor Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic non-public information without the prior approval by the Company, its Subsidiaries, Company or any of its or their respective officers, directors, employees or agents. The Investor Purchaser shall not have any liability to the Company, its Subsidiaries, Company 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 Company nor the Investor 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 the InvestorPurchaser, 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) the Investor 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 InvestorPurchaser, neither other than with respect to the attachment of this Agreement to the 8-K Filing, the Company nor any of its Subsidiaries or affiliates shall not disclose the name of the Investor Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Notes, the form of Warrant and the form of the Second Amended and Restated WarrantsLock-up Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries provided in breach of the preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. If the Company or any of its or their respective officers, directors, employees, stockholders or agents delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany’s securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or --------------------------------------------------------- before 8:30 a.m.April 4, New York City time, on the second Business Day following the date of this Agreement2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement, each of the Certificates of Designations, the Registration Rights Agreement and the Other Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 4, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material Transaction Documents not previously filed Company shall file on June 4, 2001 (includingor such later date as the Company and each Investor agree in writing), without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. Also included in The Company has furnished to the Investor a true and correct copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as such Form 10-K has been or will be filed with the SEC on or prior to the date the Announcing Form 8-K Filing, is filed with the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueSEC. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the 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 (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Before 9:00 a.m. (Eastern Time) on June 18, New York City time, on the second Business Day following the date of this Agreement2001, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), each of the Certificates of Designations, the Amended and Restated Registration Rights Agreement and the Other Holder Documents, in the form required by the 1934 Act and attaching Act. If the material Transaction Documents Closing does not previously filed occur on June 14, 2001 (including, without limitation, this Agreement, or such later date as the form of the Second Amended and Restated Notes Company and the form of Investor agree in writing), then the Second Amended Company shall file on June 15, 2001 (or such later date as the Company and Restated Warrants) (including all attachmentsthe Investor agree in writing), the “a Current Report on Form 8-K Filing”). Also included in with the 8-K Filing, SEC disclosing that the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueClosing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, or in the event the Investor receives notice of a Loan Default (as defined in Section 1 of the Series E Certificate of Designations) from Foothill Capital Corporation pursuant to Section 1 of the Series E Certificate of Designations, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from the Investor of the breach or the Loan Default notice, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any no liability to the Company, 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 Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the 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 (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second within four (4) Business Day Days following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of Note, the Second Amended and Restated Notes form of Warrant, the form of Make Good Agreement, the form of Make Good Escrow Agreement and the form of the Second Amended Registration Rights Agreement and Restated Warrantssuch 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”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorBuyer. If the Investor 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 NotesWarrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the InvestorBuyer, 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) the Investor 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 InvestorBuyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following As soon as reasonably practical after the date of this Agreement, the Company shall issue a press release and file a Current Report current report on Form 8-K 8­K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the form of the Second Amended and Restated Notes ) and the form of the Second Amended and Restated WarrantsStatement of Designations) (including all attachments, the “8-K FilingCurrent Report”). Also included in the 8The Company shall file its Form 10-K Filingfor the year ended December 31, 2019 (the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value“2019 Form 10-K”) no later than May 29, 2020. From and after the filing of the 8Current Report and the 2019 Form 10-K Filing with the SECK, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non­public information received from the Company, (if any) provided to any of its Subsidiaries the Buyers by the Company or any of its respective officers, directors, employees Subsidiary or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each any of their respective officers, directors, employees or agents in connection with the Company and the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the Current Report and the 2019 Form 10-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiary or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, unless required by applicable securities laws or stock exchange rules, provide the Investor any Buyer with any material, nonpublic non­public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries such Buyer (which may be granted or affiliates shall disclose the name of the Investor withheld in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal MarketBuyer's sole discretion).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date execution of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Certificate of Designations, the form of the Second Amended and Restated Notes Warrant and the form of the Second Amended and Restated WarrantsLock-Up Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any provided in breach of its Subsidiariesthe preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the NotesWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant provisions of this Section 4(h) set forth above by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to If the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases Company or any other of its or their officers, directors, employees, stockholders or agents delivers any material, non-public statements information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the transactions contemplated hereby; providedbasis of, howeversuch material, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other non-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) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)information. Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries affiliates, officers, directors, employees or affiliates agents shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 5:30 p.m., New York City time, on the date that this Agreement has been executed, the Company shall issue a press release reasonably acceptable to the Investors and, on or prior to 8:00 a.m., New York City time, on the second Business Day following the date of this AgreementNovember 28, the Company shall issue a press release and 2014, file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the Form of Warrant and the Registration Rights Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachments), the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing public release of the 8-K Filing with the SECPress Release, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, affiliates, employees or agents, that is not disclosed in the 8-K FilingPress Release. In addition, effective upon the public release of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Investors or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, affiliates, employees and agents, not to, provide the any Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the such Investor. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to an Investor without such Investor's consent, the Company hereby covenants and agrees that such Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the any 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 the any 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) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 8:30 a.m., prior to the earlier of (i) the Company's first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the second (2nd) Business Day following the date of this AgreementInitial Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto, other than the lists of Real Property and Real Property Leases included in Schedule 3(bb)), the Form of Initial Note, the Form of Additional Note, the Registration Rights Agreement, the Form of Warrant, the Form of Security Agreement, the Form of Guaranty and the Form of Mortgage, in the form required by the 1934 Act and attaching (the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form "ANNOUNCING FORM 8-K"). Unless required by law or a rule of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K FilingPrincipal Market, the Company shall announce that it has hired an investment banker not make any public announcement regarding the transactions contemplated hereby prior to explore strategic alternatives to maximize shareholder valuethe Initial Closing. No later than 8:00 a.m. (New York City time) on the first (1st) Business Day following each Additional Sale Election Notice Date and each Additional Closing Date, the Company shall file a Form 8-K with the SEC describing the terms of the transactions proposed or consummated in connection with such Additional Sale Election Notice Date or Additional Closing Date. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosuredisclosure twenty-four (24) hours after notifying the Company in writing of its intention to do so, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, 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 Company nor the Investor 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 the Investorany 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) the Investor 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). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 8:00 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and promptly thereafter file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, as well as disclosing such other information as the Company and the Subscribers may reasonably agree, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Warrant and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Subscriber shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Subscriber with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Subscriber. If the Investor a Subscriber has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from such Persons, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information, to the extent such information is both material and nonpublic. In “Trading Day” means any day on which the event of a breach of Ordinary Shares are traded on the foregoing covenant by Principal Market, or, if the CompanyPrincipal Market is not the principal trading market for the Ordinary Shares, then on the principal securities exchange or securities market on which the Ordinary Shares are then traded; provided that “Trading Day” shall not include any of its Subsidiaries, day on which the Ordinary Shares are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Ordinary Shares are suspended from trading during the final hour of its trading on such exchange or their respective officersmarket (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, directorsthen during the hour ending at 4:00 p.m., employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsNew York time). The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any Subscriber 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 the Investorany Subscriber, 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) the Investor 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 Investorany applicable Subscriber, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Subscriber in any filing, announcement, release or otherwiseotherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, and other than in connection with the 8-K Filing, as contemplated pursuant to this Agreement, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, the form of this Agreement, the Kall Agreement (as defined below), the form of the Second Amended and Restated Notes (and the form of schedules thereto) and the Second Amended and Restated WarrantsKall Note (as defined below)) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the first Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of the Buyers, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York time, on the second Business Day following the date on which this Agreement is fully executed and delivered by the Company and all of this Agreementthe Buyers, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Second Amended and Restated Notes and Notes, the forms of Security Documents, the form of Escrow Agreement and the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “Initial 8-K Filing”). Also included in On or before 8:30 a.m., New York City Time, on the second Trading Day following the MECAR Execution Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transactions contemplated by the MECAR Contract and attaching the MECAR Certificate (the “MECAR 8-K Filing”). On or before 8:30 a.m., New York City Time, on the first Trading Day following the Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing,” and together with the Initial 8-K Filing and the MECAR 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value"8-K Filings”). From and after the filing of the Initial 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If a Buyer reasonably believes that the Investor has, Company or believes its agents have distributed to it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Initial 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor any Buyer in any filing, announcement, release announcement or otherwisepress release, unless such disclosure is required by law, regulation or the Principal MarketMarket (and in such case, the Company shall have consulted with such Buyer in connection with any such press release or other public disclosure prior to its release).

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., By 5:30 p.m. (New York City time), but after 4:00 p.m. (New York City time) on the second first Business Day following after the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing reporting the terms closing of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Designation and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Investor and the Investor. If execution of a confidentiality agreement between such Investor and the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationCompany. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to demand that the Company make a public disclosure in accordance with Regulation FD, 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, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosuredisclosure unless such Investor acts with gross negligence or willful misconduct. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of the any 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 Principal Market (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Second Amended and Restated Notes Warrants and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SECFiling, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) provided to any of the Company, Buyers by the Company or any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its 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 agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenants of this Section 4(i) or any other covenant of this Agreement or any of the covenants or agreements contained in any other Transaction Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents which breach or information, in the reasonable good faith judgment of such Buyer after consultation with the Company, constitutes material non-public information, then, in addition to any other remedy provided herein or in the Transaction Documents, such Buyer shall notify the Investor Company of the need 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. Unless at such time such Buyer does not possess any material, non-public information provided by the Company, any of its Subsidiaries and/or any of its and/or their respective officers, directors, employees and/or agents, as determined in good faith by the Company with the advice of counsel, the Company shall prepare and issue such disclosure prior to the opening of trading on the Principal Market on or before 8:30 a.m., New York time on the Trading Day immediately following the receipt of such notice form the Buyer. If the Company fails to make such disclosure as required by the previous sentence, 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, nonpublic information without non-public information, as applicable; provided that prior to making such public disclosure such Buyer will give the prior approval Company a reasonable opportunity to make the public disclosure itself or consult with the Company and provide the Company a reasonable opportunity to review and comment upon the public disclosure to be made by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentssuch Buyer. The Investor No Buyer shall not 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 disclosuredisclosure provided such Buyer has complied with the proviso in the preceding sentence. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by applicable law, rule or regulation unless such disclosure is required by applicable law, rule or the Principal Marketregulation.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Second Amended and Restated Notes Warrant and the form of the Second Amended and Restated Warrants) Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). Also included in On or before 8:30 a.m., New York City time, on the 8-K Filingsecond Business Day after this Agreement has been executed, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueissue a press release describing the material terms of the transactions contemplated by the Transaction Documents. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second fourth (4th) Business Day following the date of after this AgreementAgreement has been executed, the Company shall (A) issue a press release reasonably acceptable to the Lead Investor disclosing all material terms of the transactions contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Second Amended and Restated Notes Warrant, the form of Lock-Up Agreement and the form of the Second Amended and Restated Warrants) Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). Also included If the Lead Investor at any time after the Lead Investor does not have an Investor Designee or Advisory Member on the Board in accordance with and pursuant to the 8-K Filingterms of this Agreement (the “Lead Investor Termination Date”), has, or believes it has, received any material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, it may provide the Company with written notice thereof and the Company shall announce that it has hired an investment banker by the earlier of (i) twenty five (25) Business Days of receipt of such notice by the Company and (ii) the date normally scheduled for the public disclosure of the Company’s earnings for the applicable fiscal quarter in which such notice is delivered to explore strategic alternatives to maximize shareholder valuethe Company, make public disclosure of such material, nonpublic information (the “Cleansing Document”). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide the Lead Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the Lead Investor Termination Date without the express prior written consent of the Lead Investor. From and after the filing of the 8-K Filing with the SECCleansing Document, the Lead Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K FilingCleansing Document. The In addition, effective upon the filing of the Cleansing Document, the Company shall notacknowledges and agrees that any and all confidentiality or similar obligations under any existing agreement, and shall cause each whether written or oral, between the Company, any of its Subsidiaries and its and each or any of their respective officers, directors, affiliates, employees and or agents, not toon the one hand, provide and the Lead Investor with or any of their affiliates, on the other hand, shall terminate and be of no further force or effect. To the extent that the Company delivers any material, nonpublic non- public information regarding to the Lead Investor after the Lead Investor Termination Date without the Lead Investor’s prior written consent in violation of the provisions set forth herein, the Company or hereby covenants and agrees that the Lead Investor shall not have any duty of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by confidentiality to the Company, any of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders affiliates or agents for with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such disclosurematerial, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity that is materially consistent with the 8-K Filing and contemporaneously therewith and or (ii) as is required by applicable law and regulations law, rules or regulations, including, but not limited to the Proxy Statement (provided that in the case of clause (i) the Lead Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement and as required by law, rules or regulations, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City time, on the second fourth (4th) Business Day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Debenture, Warrant and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “"8-K Filing”"). Also included Except as set forth in the Debentures, any material non-public information provided by any Company to any Buyer in connection with this transaction that continues to constitute material nonpublic information on the 90th day following the Closing shall be disclosed by Parent in a Current Report on Form 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valuefiled on such date. From and after the filing of the such Form 8-K Filing with the SEC, the Investor Parent represents and acknowledges that no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries the Companies, or any of its their respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K Filing. The Company K. Each of the Companies shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the such Form 8-K Filing with the SEC without the express written consent of such Buyer; provided, however, that each of the Investor. If the Investor has, or believes it has, received any such material, Companies may provide a Buyer with material nonpublic information regarding to the Company or extent required under the Transaction Documents, and Parent represents and acknowledges any of its Subsidiaries, it and all such information shall provide no longer constitute material nonpublic information on the Company with written notice 90th day after disclosure thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, the Companies or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall not be obligated to, notify Parent of such breach and the Investor material, nonpublic information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, Parent shall have the right either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureinformation. Subject to the foregoing, neither any of the Company, its Subsidiaries Companies nor the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of the Investorany 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) the Investor 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 any applicable Buyer, none of the Investor, neither the Company nor any of its Subsidiaries or affiliates Companies shall disclose the name of the Investor any Buyer or its affiliates in any filing, announcement, release or otherwise, otherwise unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, (i) on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching (ii) on the material Transaction Documents not previously filed (including, without limitation, second Business Day following the date of this Agreement, the form Company shall file a Current Report on Form 6-K attaching this Agreement, the Form of the Second Amended and Restated Notes Senior Debentures, the Form of the Warrants and the form of the Second Amended Registration Rights Agreement as exhibits to such filing (each filing under (i) and Restated Warrants(ii) (including all attachments, the a “86-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8first 6-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express prior written consent of such Buyer (including, without limitation, any written consent of such Buyer related to Section 3(i) of the InvestorRegistration Rights Agreement). If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries (other than such information provided by the Company pursuant to Section 3(i) of the Registration Rights Agreement), it shall provide the Company with written notice thereof. The Company shall, within five one (51) Trading Days (as defined in the Notes) Business Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement hereby in the form required by the 1934 Exchange Act and attaching the material Transaction Documents that have not previously been filed with the SEC by the Company (including, without limitation, including the form of this AgreementAgreement and the Other Agreements, the form of the Second Amended and Restated Notes Exchanged Indenture and the form of the Second Amended and Restated Warrants2015 Notes) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in The Company represents, warrants and covenants to the 8-K FilingInvestor that, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From from and after the filing of the 8-K Filing with the SEC, the Investor (except as set forth in this Section 6(b) or as expressly permitted by Section 2(c)(xlvii)) shall not be in possession of any material, nonpublic non-public information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Except as expressly permitted by Section 2(c)(xlvii), the Company shall not, and shall cause each of its the Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic non-public information regarding the Company or any of its the Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its the Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, disclosure in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its the Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided, however, that the Investor may only exercise this right if the Investor provides the Company with written notice at least 24 hours in advance of the Investor’s disclosure, thereby providing the Company with the opportunity to make the disclosure itself. The Investor shall not have any liability to the Company, its Subsidiaries, any of the Subsidiaries or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to the Investor contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall so indicate to the Investor contemporaneously with delivery of such notice or communication, and such indication shall provide the Investor the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information. Subject to the foregoing, neither the CompanyCompany shall not, and shall cause each of the Subsidiaries and its Subsidiaries nor and their respective officers, directors, employees and Affiliates not to, and the Investor shall not, and shall cause each of its officers, directors, employees and Affiliates not to, issue any press releases or any other public statements with respect to to, or otherwise publicly disclose, the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Investor, 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 with, or subsequent to, the filing thereof with the SEC and (iiB) as is required by applicable law and regulations including the rules and regulations of the Principal Market (provided that in the case of clause (iA) 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, neither the Company nor any of its the Subsidiaries nor any of their representative officers, directors, employees or affiliates Affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market. Notwithstanding anything herein to the contrary, the Company shall not, and shall cause each of the Subsidiaries and its and their respective officers, directors, employees and Affiliates not to, and the Investor shall not, and shall cause its officers, directors, employees and Affiliates not to, issue any press releases or any other public statements with respect to, or otherwise publicly disclose, the transactions contemplated hereby prior to the Closing Date unless required by applicable laws and regulations or by the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement and disclosing any other material, nonpublic information that the Company may have provided to any Purchaser at any time prior thereto (including any such information contained in the Supplemental Disclosure Document) in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, and without limitations of the Investor Company’s representations and warranties set forth in Section 3(jj), no Purchaser shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Purchaser. If the Investor a Purchaser has, or believes it has, received from the Company, any of its Subsidiaries, or any of their respective officers or directors any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In information or confirm in writing to such Purchaser that such information does not constitute material, nonpublic information regarding the event of a breach of the foregoing covenant by the Company, Company or any of its Subsidiaries. “Trading Day” means any day on which the Common Stock are traded on the Nasdaq Stock Market, or, if the Nasdaq Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded (a “Trading Market”); provided that “Trading Day” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of its trading on such exchange or their respective officersmarket (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, directorsthen during the hour ending at 4:00 p.m., employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsNew York time). The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither Neither the Company, its Subsidiaries nor the Investor any 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 the Investorany 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 (provided that in the case of clause (i) the Investor each Purchaser shall be consulted by the Company in connection with any provided a draft of such press release or other public disclosure prior to its releaserelease and given the opportunity to comment). Without the prior written consent of the Investorany applicable Purchaser, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Purchaser in any filing, announcement, release or otherwiseotherwise other than in connection with this Agreement, as contemplated pursuant to the this Agreement, unless such disclosure is required by law, regulation or the Principal Nasdaq Stock Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following the date of this Agreement, the Company shall issue a press release and file (i) a Current Report on Form 86-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the form of the Second Amended and Restated Notes ) and the form of the Second Amended and Restated 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”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing issuance of the 8-K Filing with the SECPress Release, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from the Company, (if any) delivered to any of its Subsidiaries the Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed agents in connection with the 8-K Filingtransactions contemplated by the Transaction Documents. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic non-public information regarding the Company or any of its SubsidiariesSubsidiaries in breach of the immediately preceding sentence or any of the covenants contained in Section 4(n), it such Buyer shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five one (51) Trading Days (as defined in Day of the Notes) of receipt of such notice, make a public disclosure of all such material, nonpublic informationnon-public information so provided. In the event of a breach of any of the foregoing covenant 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 agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic 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. The Investor No 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 nor the Investor 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 the Investorany 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) the Investor 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 Investorapplicable Buyer or except as required by applicable law or by any regulatory authority or court of competent jurisdiction, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on the 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”). On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date execution and delivery of this Agreement, the Company shall issue a press release and file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Agreement and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SECPress Release, the Investor Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filingsuch Press Release. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Buyer with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with press release referred to in the SEC first sentence of this Section without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the InvestorBuyer, 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or --------------------------------------------------------- before 8:30 a.m.April 4, New York City time, on the second Business Day following the date of this Agreement, 2001 the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series A Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement, each of the Certificates of Designations, the Registration Rights Agreement and the Other Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on June 4, 2001 (or such later date as the Company and attaching each Investor agree in writing), then the material Transaction Documents not previously filed Company shall file on June 4, 2001 (includingor such later date as the Company and each Investor agree in writing), without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “a Current Report on Form 8-K Filing”)with the SEC disclosing that the Closing did not occur. Also included in The Company has furnished to the Investor a true and correct copy of the Company's Annual Report on Form 10-K for the year ended December 31, 2000 as such Form 10-K has been or will be filed with the SEC on or prior to the date the Announcing Form 8-K Filing, is filed with the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueSEC. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice of the breach from the Investor, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of the 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 (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On Before or before at the earlier of the Company's first public disclosure of the transactions contemplated by this Agreement (or if such public disclosure occurs after 4:00 p.m. (Eastern Time) then prior to 8:30 a.m., New York City time, a.m. on the Business Day following such disclosure) and 8:30 a.m. (Eastern Time) on the second (2nd) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K (the "Announcing Form 8-K") with the SEC describing the terms of the transactions contemplated by the Transaction Documents and by documents relating to the issuance on the Closing Date of securities to other holders of Series B Preferred Stock and Series C Preferred Stock (the "Other Holder Documents") and including as exhibits to such Current Report on Form 8-K this Agreement (including the Disclosure Schedules to this Agreement), the Certificate of Designations and the Other Holder Documents, in the form required by the 1934 Act Act. If the Closing does not occur on or prior to October 21, 2002 (or such later date as the Company and attaching each Investor agree in writing), then the material Transaction Documents not previously filed Company shall file on October 21, 2002 (includingor such later date as the Company and each Investor agree in writing), without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “a Current Report on Form 8-K Filing”). Also included in with the 8-K Filing, SEC disclosing that the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valueClosing did not occur. From and after the filing of the Announcing Form 8-K Filing with the SEC, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Announcing Form 8-K Filing. K. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, and if the Company has not publicly disclosed the material nonpublic information within 12 hours of written notice from such Investor of the breach, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, 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 Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any 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 (provided that in the case of clause (i) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, As soon as practicable on the second first Business Day following the date of this Agreement, the Company shall issue a press release and disclosing all of the material terms of the Transactions Documents. On or before 5:30 p.m., New York City time, on the first Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Certificates of Designations and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “"Initial 8-K Filing”"). Also included in On or before 9:30 a.m., New York City Time, on the first Business Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the "Additional 8-K Filing," and together with the Initial 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value"8-K Filings"). From and after the filing of the Initial 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Initial 8-K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company or any Subsidiary, it shall may provide the Company with written notice thereof. The If the Company agrees, in its reasonable determination, that such information is material and nonpublic, the Company shall, within five (5) Trading Days (as defined in the NotesCertificates of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal MarketMarket (except to the extent that such names appear in this Agreement or the other Transaction Documents or the Registration Statement required to be filed with the SEC).

Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 8:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the second (2nd) Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on Form 86-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Form 6-K this Agreement (including the schedules hereto) and the Registration Rights Agreement, in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8Announcing Form 6-K FilingK”). Also included in the 8-K Filing, the The Company shall announce that it has hired an investment banker not make any public announcement regarding the transactions contemplated hereby prior to explore strategic alternatives to maximize shareholder valuethe Closing. From The Company represents and warrants that, from and after the filing of the 8Announcing Form 6-K Filing with the SEC, the Investor no Purchaser shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Purchaser with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8Announcing Form 6-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationPurchaser. In the event of a breach of the foregoing covenant covenant, which breach continues for five (5) Business Days, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Purchaser shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Purchaser; provided, however, that the Company shall be entitled, without the prior approval of the Investorany Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8Announcing Form 6-K Filing and contemporaneously therewith or subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (i) the Investor each Purchaser 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). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second Business fourth Trading Day following the date of this AgreementAgreement (the “8-K Filing Date”), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and and, to the extent not included in prior SEC filings of the Company, attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachmentssuch exhibits, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of Immediately following the 8-K Filing with the SECDate, the Investor Company acknowledges that no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC. The From and after the 8-K Filing Date, the Company shall notshall, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toto provide each Buyer with all notices, consents, requests, reports, and other documents and information that are required or permitted to be so provided by the Transaction Documents to the extent such notices, consents, requests, reports or other documents or other information DO NOT constitute MNPI (defined below). To the extent that any notice, consent, request, report or other document or information that is required or is permitted to be provided to Buyer under any Transaction Documents constitutes or contains material non-public information (such notice, consent, request, report or other document or other information constituting or containing material non-public information, “MNPI”) about the Company and/or any of its Subsidiaries, then (notwithstanding any other provision in any Transaction Documents), the Company and its Subsidiaries, as applicable, shall do one of the following (each, an “Information Receipt Election”): (A) To the extent that the Buyer has directed the Company and its Subsidiaries to provide the Investor with MNPI to the Buyer, the Company and its Subsidiaries shall provide such MNPI to the Buyer; (B) To the extent that the Buyer has directed the Company and its Subsidiaries to provide such MNPI to a designee of Buyer, then the Company and its Subsidiaries shall provide such MNPI to such designee and, to the extent such MNPI seeks any materialapproval, nonpublic information consent or any other decision, such designee shall provide such approval, disapproval, consent or other decision on behalf of Buyer pursuant to Buyer’s standing instructions (if any) to such designee and not following consultation of Buyer; or (C) To the extent that the Buyer has elected not to receive such MNPI, or the Buyer has not elected in writing for one of the preceding clauses (A) or (B) to apply, then neither the Company nor any Subsidiary of the Company shall provide such MNPI to the Buyer and to the extent such MNPI seeks an approval, consent or other decision then the Buyer shall be deemed to have consented and approved such proposed action. A Buyer may from time to time, upon two Business Day’s notice to the Company elect to change which of the Information Receipt Elections shall then apply to the receipt of MNPI. For the avoidance of doubt, on the Closing Date, each Buyer agrees to opt into Information Receipt Election (A) above until such time as a Buyer elects to change its Information Receipt Election. If a Buyer has, or reasonably believes it has, received any MNPI regarding the Company or any of its Subsidiaries from and after the filing in violation of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiariesthis Section 4(j), it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationMNPI. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information MNPI without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the Investor, to make any press release or other public disclosure with respect to provided such transactions (i) disclosure is accurate 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) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)all material respects. Without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates their Affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise unless such disclosure is required by law. Notwithstanding the foregoing in the event any Buyer receives MNPI it solicited from any employee, regulation officer, director, consultant, attorney, accountant or representative of the Principal MarketCompany or any of its Subsidiaries, the rights of such Buyer and its Affiliates to disclose any MNPI received thereby as set forth in this Section 4(j) shall not apply.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed this Agreement (including, without limitation, and all schedules to this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor 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 two (52) Trading Days (as defined in the NotesExisting Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents deliver any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second Business Day following the date of this AgreementJuly 17, 2009, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes and New Notes, the form of Warrant and the Second Amended and Restated WarrantsSecurity Agreements) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor 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 two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 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 each Buyer disclosing all the material terms of the transactions contemplated hereby. On or before 8:30 a.m., New York City time, on the second (2nd) 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 hereby and attaching this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as an exhibit (including all attachments, the “8-K Filing”). Also included in From and after the 8-K Filingissuance of the Press Release, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any have disclosed all material, nonpublic information received from the Company, delivered to any of its Subsidiaries the Buyers by the Company or any of its respective officersSubsidiaries, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each 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 agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries in breach of the immediately preceding sentence, it such Buyer shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five one (51) Trading Days (as defined in Day of the Notes) of receipt of such notice, make a public disclosure of all such material, nonpublic informationinformation so provided. In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its any of the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer or its investment adviser in any filing, announcement, release or otherwise, unless 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 lawlaw or Principal Market regulations, regulation or in which case the Principal MarketCompany shall provide the applicable Buyers with prior notice of such disclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On GT Biopharma shall file a current report on Form 8-K reasonably acceptable to the Empery Funds (the “8-K Filing”) on or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by after this Agreement has been duly executed and delivered, in the form required by the 1934 Act Act, relating to the transactions contemplated by this Agreement and attaching the material Transaction Documents not previously filed (including, without limitation, a form of this Agreement, the form of the Second Amended and Restated Notes Settlement Warrant and the form of the Second Amended Settlement Note (including, without limitation, all schedules and Restated Warrantsexhibits to such agreement, if any) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired as an investment banker exhibit to explore strategic alternatives to maximize shareholder valuesuch filing. From and after the filing of the 8-K Filing with the SEC, the Investor no Empery Fund shall not be in possession of any material, nonpublic information received from the CompanyGT Biopharma, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, agents that is not disclosed in the 8-K Filing. The Company In addition, effective upon the filing of the 8-K Filing, GT Biopharma acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between GT Biopharma, any of its Subsidiaries or any of their respective officers, directors, employees or agents, on the one hand, and any Empery Fund or any of their respective affiliates, on the other hand, shall terminate and be of no further force or effect. GT Biopharma shall not, and shall cause each of its Subsidiaries subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Empery Fund with any material, nonpublic information regarding the Company GT Biopharma or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of such Empery Fund or as otherwise contemplated hereby. To the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Companyextent that GT Biopharma, any of its Subsidiaries, subsidiaries or any of its or their respective officers, directors, affiliates employees and agentsor agents delivers any material, in addition non-public information to any other remedy provided herein or in the Transaction DocumentsEmpery Fund without such Empery Fund’s consent, the Investor GT Biopharma hereby covenants and agrees that no Empery Fund shall have the right any duty of confidentiality to make a public disclosureGT Biopharma, in the form any of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees or agents. The Investor shall not have agents with respect to, or a duty to GT Biopharma, any liability to the Company, of its Subsidiaries, Subsidiaries or any of its or their respective officers, directors, employees, stockholders employees or agents for any not to trade on the basis of, such disclosurematerial, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, GT Biopharma understands and confirms that the Company shall be entitled, without Empery Funds will rely on the prior approval foregoing representations in effecting transactions in securities of the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal MarketGT Biopharma.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement2007 Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the 2007 Closing in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this the Amendment Agreements, the form of the Amended and Restated Notes, the form of New Note, the form of the Amended and Restated Warrants, the form of New Warrants, the form of the Amended and Restated Registration Rights Agreement, the form of the Second Amended and Restated Notes Security Agreement, the form of Amended and Restated Pledge Agreement, and the form of the Second Amended and Restated WarrantsBarnico Guaranty) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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 contemplated by the prior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.”

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second third Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this the Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed Agreement (including, without limitation, all schedules to this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) as an exhibit to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Investor or as may be required under the Investorterms of this Agreement. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries directly from the Company, any of its Subsidiaries, any of their affiliates, officers, directors or any other Person acting on their behalf, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the NotesCertificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documentsherein, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, 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 the any 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 the any 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) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “New Investor 8-K Filing”). Also included Neither the Company, its Subsidiaries nor the Selling Investor or the New 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 the Selling Investor or the New Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the New Investor 8-K Filing, Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Selling Investor and the New Investor shall be consulted by the Company shall announce that it has hired an investment banker in connection with any such press release or other public disclosure prior to explore strategic alternatives to maximize shareholder valueits release). From and after the filing of the New Investor 8-K Filing with the SEC, the Selling Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the New Investor 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Selling Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the New Investor 8-K Filing with the SEC without the express written consent of the Selling Investor. If the Selling Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Selling Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Selling Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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 Selling Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Selling Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 8:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 8:00 a.m. (New York City time, ) on the second (2nd) Business Day following the date of this Agreementinitial Closing Date, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC describing the terms of the Acquisition Transaction and of the transactions contemplated by this Agreement in the form Transaction Documents and including all appropriate exhibits to such Form 8-K,as required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “Announcing Form 8-K FilingK”). Also included in the 8-K Filing, the The Company shall announce that it has hired an investment banker not make any public announcement regarding the transactions contemplated hereby prior to explore strategic alternatives to maximize shareholder valuethe Initial Closing. From The Company represents and warrants that, from and after the filing of the Announcing Form 8-K Filing with the SECSEC and upon each subsequent Closing, the no Investor shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the Announcing Form 8-K Filing with the SEC or any Closing without the express prior written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant covenant, which breach continues for five (5) Business Days, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor anInvestor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the any Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Investor; provided, however, that the Company shall be entitled, without the prior approval of the any 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 or subsequent thereto and (ii) as is required by applicable law and regulations Requirements of Law (provided that in the case of clause (i) the each Investor 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). Without From and after the date hereof, the Company shall not amend, modify, supplement, restate or otherwise waive any rights under the APA without the prior written consent of the InvestorCollateral Agent or, neither the Company nor any following issuance of its Subsidiaries or affiliates shall disclose the name Securities, holders of a majority of the Investor in any filing, announcement, release aggregate principal amount or otherwise, unless such disclosure is required by law, regulation or the Principal Marketnumber of Securities of each class then outstanding.

Disclosure of Transactions and Other Material Information. On or before The Company shall, by 8:30 a.m., New York City time, p.m. Eastern time on the second Business Day following earlier of August 1, 2005 or the date of this AgreementEffective Date (the "Required Disclosure Date"), the Company shall issue a press release and file by 12:00 p.m. Eastern time on the same day, issue a Current Report on Form 8-K describing K, each reasonably acceptable to a majority in interest of the Investors disclosing (i) any material nonpublic information provided to any Investor, and (ii) the material terms of the transactions contemplated by this Agreement in hereby, and, with respect to the form required by Current Report, shall attach the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingthereto as exhibits. The Company shall not, and shall cause each of its Subsidiaries and its Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide the any Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing of the 8-K Filing with the SEC Closing Date without the express written consent of the such Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its SubsidiariesSubsidiary, or any its each of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the such 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, material nonpublic information without the prior approval by the Company, its Subsidiarieseach Subsidiary, or any each of its or their respective officers, directors, employees or agents. The In such event, such Investor shall not provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, its Subsidiariesany Subsidiary, or any of its or their respective officers, directors, employees, stockholders or 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 the any 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 the any Investor, 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) the each 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 total purchase price paid by the Investor for the Securities hereunder for each thirty (30) day period (or portion thereof) elapsing from the Required Disclosure Date until Company makes the required disclosure in accordance with this 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 will pay interest thereon at a rate 9% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, neither accruing daily from the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketfull.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:00 p.m., New York City time, on the second first (1st) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Notes, the form of the Second Amended and Restated Notes Warrants and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “Initial 8-K Filing”). Also included From and after the filing of the Initial 8-K Filing (but prior to the delivery of an Additional Closing Notice to the Buyers), the Company shall have disclosed all material, non- public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. On or before 8:30 a.m., New York time, on the first (1st) Business Day after the Company delivers an Additional Closing Notice to the Buyers, the Company shall file a Current Report on Form 8-K describing all the material terms of the Additional Closing (the “Additional 8-K Filing”, and together with the Initial 8-K Filing, the “8-K Filings”). From and after the filing of the Additional 8-K Filing, the Company shall announce that it has hired an investment banker have disclosed all material, non-public information (if any) provided to explore strategic alternatives to maximize shareholder value. From and after the filing any of the 8-K Filing with Buyers by the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, Company or any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. Except with respect to the delivery of the Additional Closing Notice in accordance with Section 1(b)(ii), the Company shall not, and agentsthe Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Investor any Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing issuance of the Additional 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of any of the foregoing covenant covenants, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction Documents, the Investor 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, nonpublic information non-public information, as applicable, without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not 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 the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investorapplicable Buyer, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such disclosure is required by lawparticular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 K, which the Collateral Agent shall have approved prior to its release and filing, describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended Notes (and Restated Notes and the schedules thereto); the form of the Second Amended Warrants; the Lock-Up Agreement and Restated Warrantsthe New Lock-Up Agreements (as defined below)) (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filingfiling (other than as is required by applicable law or regulations), announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following the date of after this AgreementAgreement has been executed, the Company shall issue a press release reasonably acceptable to the Buyers and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Second Amended and Restated Notes and Note, the form of the Second Amended Warrant, the Registration Rights Agreement and Restated Warrants) the Security Documents as exhibits to such filing (including all attachments), the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries Subsidiaries, if any, and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or . The Company understands and confirms that the Principal MarketBuyers will rely on the foregoing representations in effecting transactions in the securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes this Agreement and the form of the Second Amended and Restated WarrantsCertificate of Designations) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing earlier to occur of (i) the fourth Business Day following the consummation of the 8-K Filing with Acquisition and (ii) sixty (60) calendar days after the SECClosing Date (the “Disclosure Deadline”), the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or other public filings by the Company with the SEC prior to the Disclosure Deadline. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the such Investor. If the an Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the an Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. The Company and the Investors shall work together to adopt procedures designed to ensure that material non-public information is not disclosed to the Investors without its consent. Subject to the foregoing, neither the Company, its Subsidiaries nor the any 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 the any Investor, to make any press release or other public disclosure with respect to such transactions (ix) in substantial conformity with the 8-K Filing and contemporaneously therewith and (iiy) as is required by applicable law and regulations (provided that in the case of clause (iy) the each Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the any applicable Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the such Investor in any filing, announcement, release or otherwise. Notwithstanding the foregoing, unless (I) in the event that the Equity Investor is deemed a director by deputization by virtue of the rights set forth in Section 4(t) of the Amended Securities Purchase Agreement, the restrictions set forth in this Section 7(a) shall not apply to the provision of information in the ordinary course to such disclosure is required director and the rights of the Equity Investor and its affiliates to disclose any material non-public information received by lawsuch director as set forth in this Section 7(a) shall not apply and (II) in the event any Investor receives material non-public information it solicited from any employee, regulation officer or director of the Principal MarketCompany or any of its Subsidiaries the rights of such Investor and its affiliates to disclose any material non-public information received by such director as set forth in this Section 7(a) shall not apply.

Disclosure of Transactions and Other Material Information. On As soon as practicable and in any event on or before 8:30 a.m.4:00 p.m., New York City timeTime, on the second Business Day 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 the material terms of the transactions contemplated by this Agreement in the form required by the 1934 Act Exchange and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form Purchase and a generic description of the Second Amended and Restated Notes and the form expected use of the Second Amended and Restated Warrants) proceeds therefrom (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Subsidiaries, or any of its respective officers, directors, employees employees, or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company Filing or any of its Subsidiaries from and after the subsequent press release or filing of the on Form 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public manner described below or covered by a non-disclosure of such material, nonpublic informationagreement. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees employees, and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement advertisement, or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees employees, or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders stockholders, or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release release, or otherwise, unless such disclosure is required by law, regulation regulation, or the Principal The NASDAQ Global Select Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement, the form of the Second Amended and Restated Notes ) and the form of the Second Amended and Restated WarrantsNote) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the no Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the any Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor 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 NotesWarrant) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the a Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The No Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the any 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second 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 the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Reaffirmation Agreement and the form of the Second Amended and Restated WarrantsDecember Amendment Notes) (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorInvestor or as may be required under the terms of the Transaction Documents. If the Investor 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 NotesDecember Amendment Note) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business first Trading Day following the date of this Agreementhereof, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the conversion and amendment of Other Investor’s Notes on the Closing Date (the “Other Investor Documents”) in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed transaction documents (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated WarrantsOther Investor Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in , and the description and attachments, the “8-K FilingMaterials”). The 8-K Materials shall be subject to the Investor’s prior approval, the Company shall announce that it has hired an investment banker not to explore strategic alternatives to maximize shareholder valuebe unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 Company nor 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 with the prior approval of the InvestorInvestor (not to be unreasonably withheld or delayed), 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) the Investor shall be consulted by the Company (although the consent of the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day fourth business day following the date of this Agreement, the Company Parent shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Debentures and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) (including all attachments, the “8-K Filing”). Also Any material non-public information provided by Parent and/or the Company to any Buyer in connection with this transaction shall be included in by Parent within the aforementioned 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor Parent represents and acknowledges that no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Parent or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Parent shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company Parent or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the CompanyParent, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer may, but shall not be obligated to, notify Parent of such breach and the Investor material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, Parent shall have the right either (a) deliver a notice to such Buyer certifying such material, non-public information has already been publicly disclosed by Parent or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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 the Investor any Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Parent shall be entitled, without the prior approval of the Investorany 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) the Investor 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 Investorany applicable Buyer, neither Parent nor the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor any Buyer or its affiliates in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or otherwise except in the Principal Market8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.6.00 p.m., New York City time, on the second Business Day following the date of this AgreementApril 3, 2014, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules of this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) ) as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after As of immediately following the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingFiling or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any provided in breach of its Subsidiariesthe preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the Notes) trading days of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyCompany or any of its officers, its Subsidiariesdirectors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents for deliver any material, non-public information to a Buyer without such disclosureBuyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement the Exchange Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form Certificate of the Second Amended and Restated Notes Determination and the form of the Second Amended and Restated Warrants) Warrant (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the InvestorHolder, except as expressly contemplated by Section 4(n)(viii) of the Purchase Agreement. If the Investor Holder has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries in breach of the immediately preceding sentence, it the Holder shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five one (51) Trading Days (as defined in Day of the Notes) of receipt of such notice, make a public disclosure of all such material, nonpublic informationinformation so provided. In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Holder), in addition to any other remedy provided herein or in the Transaction Exchange Documents, the Investor Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Holder shall not have any liability to the Company, its any of the Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents agents, for any such disclosuredisclosure of such information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the InvestorHolder, 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) the Investor 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 InvestorHolder, neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor Holder in any filingfiling (other than the 8-K Filing), announcement, release or otherwise, unless except (a) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by lawlaw or Principal Market regulations, regulation or in which case the Principal MarketCompany shall provide the Holder with prior notice of such disclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Day following the date of this AgreementMay 18, 2004, the Company shall issue a press release describing the terms of the transactions contemplated by the Transaction Documents and on or before 8:30 a.m., New York Time, on May 19, 2004, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form the Warrants, the form of the Second Amended and Restated Notes Additional Investment Right and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8"6-K Filing”"). Also included in On or before 8:30 a.m., New York Time, on the 8-K Filingfirst Business Day following the Closing Date and each exercise of the Additional Investment Right, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder valuefile a Report on Form 6-K with the SEC describing the transaction consummated or proposed on such date. From and after the filing of the 86-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, 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 Company nor the Investor 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 the Investorany 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) the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement transaction in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after Upon the filing of the 8-K Filing with the SEC, the Investor Holder shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor Holder with any material, nonpublic information regarding the Company or any of its Subsidiaries subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the InvestorHolder. If the Investor Holder has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five one (51) Trading Days (as defined in the Notes) Day of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documentsherein, the Investor Holder shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Holder shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Holder without the Holder's consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the InvestorHolder, 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) the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and disclosing all of the material terms of the Transaction Documents. The Company shall simultaneously file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes Notes, the form of Warrant and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, 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 the Investor 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 the Investorany 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 substantially contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor Capital Ventures International 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation regulations or the Principal MarketMarket and except to the extent that such names appear in this Agreement or the other Transaction Documents or any Registration Statement.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City Washington, D.C. time, on the second Business Day fourth business day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Agreement and the form of the Second Amended and Restated WarrantsPromissory Note) (including all attachments, the “8-K Filing”). Also Any material, non-public information provided by the Company to Buyer in connection with this transaction shall be included in by the Company within the aforementioned 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor Company represents and acknowledges that Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBuyer. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and or agents, in addition to any other remedy provided herein or in the Transaction Documents, Buyer shall, to the Investor extent it becomes aware of such breach, notify the Company of such breach and the material, nonpublic information the receipt of which resulted in such breach. Within two business days of receipt of such notice, the Company shall have either (a) deliver a notice to Buyer certifying that such material, non-public information has already been publicly disclosed by the right to Company or (b) make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, 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, nor its Subsidiaries Subsidiaries, nor the Investor 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 the InvestorBuyer, 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) the Investor ), 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 InvestorBuyer (which consent shall not be unreasonably withheld, neither the delayed or conditioned), Company nor any of its Subsidiaries or affiliates shall not disclose the name of the Investor Buyer or its affiliates in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or otherwise except in the Principal Market8-K Filing.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second fourth Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Notes, the form the Registration Rights Agreement and the form of the Second Amended and Restated Warrants) Security Documents as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The After the filing of the 8-K Filing, if a Buyer so elects in writing (any such writing, an "MNPI Notice"), the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor such Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries. As soon as practicable following the date of delivery of an MNPI Notice to the Company (the "MNPI Notice Date"), but in no event later than thirty (30) calendar days following the MNPI Notice Date, the Company shall publicly disclose, in a Current Report on Form 8-K, Quarterly Report on Form 10-Q or Annual Report on Form 10-K, all material, nonpublic information regarding the Company or any of its Subsidiaries from previously provided to the Buyer that delivered such MNPI Notice (the "Cleansing Filing"). From and after the filing of the 8-K a Cleansing Filing with the SEC without SEC, no Buyer that delivered an MNPI Notice shall be in possession of any material, nonpublic information received from the express written consent Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents, that is not disclosed in the InvestorCleansing Filing. If the Investor a Buyer has elected not to receive material, nonpublic information and 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 two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise unless such disclosure is required by applicable law, regulation rules or the Principal Marketregulation.

Disclosure of Transactions and Other Material Information. On or before (a) The Company shall, by 8:30 a.m., New York City Eastern time, on the second first Business Day following each of (i) the date of this Agreement, (ii) the Company shall First Closing and (iii) the Second Closing, issue a press release and file a Current Report on Form 8-K K, in the form required by the Exchange Act, with the Commission describing the all material terms of the transactions contemplated by this Agreement in the form required by Transaction Documents and any other material, nonpublic information that the 1934 Act Company may have provided to any Wellington Purchaser at any time prior to the issuance of such press release and the filing of such Form 8-K, and attaching to such Form 8-K the material Transaction Documents as exhibits (to the extent such material Transaction Documents have not been previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrantsfiled) (each such filing, including all attachments, the a “Form 8-K Filing”). Also included The Company shall give the Lead Purchasers an opportunity to comment on each press release and Form 8-K Filing and shall reflect in each press release and Form 8-K Filing any reasonable comments proposed by the Lead Purchasers. (b) From and after the First Form 8-K Filing, the Company shall announce that it has hired an investment banker except as otherwise expressly contemplated by this Agreement or unless otherwise elected to explore strategic alternatives to maximize shareholder value. From and after the filing in writing by a Purchaser (which election may be revoked by such Purchaser at any time), for so long as no individual designated by a Purchaser is a member of the 8-K Filing with Board of Directors or has observation rights as an Advisory Member of the SECBoard of Directors, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor such Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Purchaser. If the Investor a Purchaser or its Affiliates has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from and after the First Form 8-K Filing (except such material, it nonpublic information provided to such Purchaser under any other express provision of this Agreement), such Purchaser shall provide the Company with written notice thereof. The thereof and the Company shall, within five two (52) Trading Business Days (as defined in the Notes) of receipt of such notice, review the information and make a good faith determination whether the Company believes that the information is material and nonpublic. If the Company determines that the information is both material and nonpublic, it shall (subject to the next sentence), within four (4) business days thereafter make public disclosure of such material, nonpublic information. Notwithstanding the preceding sentence, the Company shall not be required to publicly disclose such information if the Company is prevented from making such disclosure pursuant to Applicable Law with respect to the Company. If the Company determines that the information is either not material or already public, it will inform the Purchaser of its determination and the reasons therefor. In the event of either (i) a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, or (ii) such Purchaser disagrees with the determination by the Company that the information is either not material or already public, in addition to any other remedy provided herein or in the Transaction DocumentsAgreement, the Investor such Purchaser shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without as follows: the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor Purchaser shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the Investor, to make any submit a proposed press release or other disclosure to the Company for review and the Company shall review it promptly. If the Company has not responded within two (2) Business Days, the Purchaser’s proposed disclosure is deemed approved. The Company and the Purchaser shall negotiate in good faith the form and content of such disclosure for two (2) Business Days. If the Company and the Purchaser cannot agree on the disclosure after two (2) Business Days, the Purchaser shall have the right to make a public disclosure in the form of a press release, public advertisement or otherwise, of such information. (c) Notwithstanding anything in this Section 7.15 to the contrary, if an individual is designated by any Purchaser as a member of the Board of Directors or has observation rights as an Advisory Member of the Board of Directors and such individual terminates his position as a director or Advisory Member, the Company shall not be obligated to comply with Section 7.15(b) with respect to such transactions Purchaser until the earlier of (i) in substantial conformity with 180 days after the 8-K Filing and contemporaneously therewith and date of such individual’s resignation or (ii) as the first date after such individual’s resignation that any other director of the Board of Directors is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted permitted by the Company in connection with any to trade such press release or other public disclosure prior to its release). Without director’s shares of Common Stock on such securities market upon which the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure Common Stock is required by law, regulation or the Principal Markettraded.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., (i) Before 8:00 a.m. (New York City time, Time) on the second Business Day following the date of Closing Date, the Issuer will file a Form 8-K with the SEC describing the closing hereunder and if not already filed with the SEC, including as exhibits to such Form 8-K this Agreement, the Company shall issue a press release Note, the Registration Rights Agreement, the Warrants and file a Current Report on Form 8-K describing the terms of Issuer Security Agreement and the transactions contemplated by this Agreement Guarantor Security Agreement, in the form required by the 1934 Exchange Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “Announcing Form 8-K”). If not already contained in a Form 8-K Filing”). Also included in filed with the SEC prior to the date of the Announcing Form 8-K, the Announcing Form 8-K Filingwill also contain a description of the terms of the Senior Credit Facility including information concerning the occurrence of the closing thereunder and including as exhibits to the Announcing Form 8-K the credit agreement, security documents and Senior Lender Equity documents, in the Company form required by the Exchange Act. The Issuer shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. provide the Agent a prior draft of the Announcing Form 8-K and the Issuer will review such draft and consult with the Agent in connection with the Announcing Form 8-K. (ii) From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor shall not no Purchaser will be in possession of any material, nonpublic information received from the CompanyIssuer, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents that is not disclosed in the Announcing Form 8-K Filingthe omission to state which, in connection with a purchase or sale of securities, would result in the Purchaser’s violating the Securities Act, the Exchange Act, or applicable state securities or Blue Sky laws. The Company shall From and after the filing of the Announcing Form 8-K with the SEC, without the express written consent of the Purchaser, the Issuer will not, and shall will cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents not to, provide the Investor any Purchaser with any material, nonpublic information regarding the Company omission to state which, in connection with a purchase or any sale of its Subsidiaries from and after securities, would result in the filing of Purchasers violating the 8-K Filing with Securities Act, the SEC without the express written consent of the Investor. If the Investor hasExchange Act, or believes it has, received any such material, nonpublic information regarding the Company applicable state securities or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationBlue Sky laws. In the event of a breach of the foregoing covenant by the CompanyIssuer, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Purchase Documents, the Investor shall a Purchaser will have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, material nonpublic information without the prior approval by the CompanyIssuer, its Subsidiaries, or any of its or their respective officers, directors, employees or agents; provided that such Purchaser shall have given Issuer at least one Business Day prior notice of such public disclosure. The Investor shall not No Purchaser will have any liability to the CompanyIssuer, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders shareholders or agents for any such disclosure. Subject The provisions of this Section 6.01(u)(ii) will not restrict or prevent, and this Section 6.01(u)(ii) will not be deemed breached by virtue of, the provision of any information to any person serving as a director of the foregoingCompany pursuant to Section 6.01(w) or any information provided to IGT pursuant to Section 6.01(y). (iii) Except for the Announcing Form 8-K, neither the Company, its Subsidiaries no Issuer Party nor the Investor shall any of their Affiliates will issue any press releases releases, shareholder notices or otherwise make any other public disclosures, filings or statements with respect to the transactions contemplated hereby; provided, however, that hereby or by the Company shall be entitled, Asset Purchase and License Agreement or by the Senior Loan Documents or disclose the name of any Purchaser without the prior approval consent of the InvestorAgent. Notwithstanding the foregoing, to make any the Issuer may issue a press release or other make a public announcement or disclosure with respect to such the transactions (i) in substantial conformity with contemplated hereby to the 8-K Filing and contemporaneously therewith and (ii) as is required extent that the Issuer has been advised by applicable law and regulations (provided legal counsel that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation provided that in such case, the Agent will be provided a prior draft of such release, announcement or filing and the Principal MarketIssuer will review such draft and consult with the Agent prior to its release or filing.

Disclosure of Transactions and Other Material Information. On Contemporaneous with or before 8:30 a.m., prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 4:00 p.m. (New York City time, ) on the second fourth Business Day following the date of this AgreementClosing Date, the Company shall issue a press release and file a Current Report on the Announcing 8-K with the SEC. The “Announcing Form 8-K describing K,” (x) shall describe the terms of the transactions contemplated by the Transaction Documents, including the purchase of the Closing Shares, Note and Warrant, (y) shall include as exhibits to such Form 8-K this Agreement in (including the schedules hereto), the form required by of Note, the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Registration Rights Agreement, the form of Warrant, the Second Amended and Restated Notes form of Security Agreement, the form of Guaranty, the form of Pledge Agreement, and the form of the Second Amended Mortgage, and Restated Warrants(z) (including all attachments, the “8-K Filing”)shall include any other information required to be disclosed therein pursuant to any securities laws or other Laws. Also included in the 8-K FilingUnless required by Law, the Company shall announce that it has hired an investment banker not make any public announcement regarding the transactions contemplated hereby prior to explore strategic alternatives to maximize shareholder valuethe Closing. From and after the filing of the Announcing Form 8-K Filing with the SEC, the Investor Buyer shall not be in possession of any material, nonpublic material non-public information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The In the event that the Company believes that a notice or communication to any Buyer or Investor shall not have any liability after the filing date of the Announcing 8-K, contains material, non-public information relating to the Company, its Subsidiaries, Company or any of its Subsidiaries, the Company so shall indicate to Buyer or their respective officersInvestor contemporaneously with delivery of such notice or communication, directors, employees, stockholders and such indication shall provide Buyer or agents for Investor the means to refuse to receive such notice or communication; and in the absence of any such disclosure. Subject 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 foregoingCompany or any of its Subsidiaries. If the Buyer or Investor elects to receive material, neither non-public information from the Company, its Subsidiaries nor the each Buyer or Investor shall issue any press releases or any other public statements as a condition to receiving such information execute and deliver to the Company a confidentiality agreement with respect to the transactions contemplated hereby; provided, however, that thereto in such form as the Company shall be entitled, without the prior approval of the Investor, may request to make any press release or other public disclosure comply with respect to such transactions (i) in substantial conformity with the 8-K Filing federal and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Marketstate securities laws.

Disclosure of Transactions and Other Material Information. On The Company shall or shall cause Frequency to, on or before 8:30 9:00 a.m., New York City time, on the second Business Day immediately following the Effective Date (or if this Agreement is executed between midnight and 9:00 a.m., New York City time, on any Business Day, no later than 9:01 a m. on the date of this Agreementthe Agreement is executed) (the “Disclosure Deadline”), issue one or more press releases (the Company shall issue a press release “Press Release”) and file with the Commission a Current Report on Form 8-K describing (collectively with the terms Press Release, the “Disclosure Document”), which Current Report on Form 8-K shall include as exhibits this Agreement, the Merger Agreement, the Company Presentation and the Press Release, disclosing any material nonpublic information within the meaning of the federal securities laws that the Company, Frequency or their respective officers, directors, employees, agents or any other Person, including the Placement Agents, acting at their direction or on their behalf has provided to the Purchasers in connection with the transactions contemplated by this Agreement in or the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker Merger Agreement prior to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with Disclosure Document (which includes, for the SECavoidance of doubt, the Investor material terms of the transactions contemplated hereby, the material terms of the Merger Agreement and the transactions contemplated thereby and any other material non-public information made available in the data room). The Company represents and warrants that, from and after the issuance of the Disclosure Document, no Purchaser shall not be in possession of any material, material nonpublic information received from the Company, any of its Subsidiaries Frequency or any of its their respective officers, directors, employees or employees, agents, that is not disclosed or any other Person, including the Placement Agents, acting at their direction or on their behalf. From and after the issuance of the Disclosure Document, neither the Company, Frequency, nor their respective officers, directors, employees, agents or any other Person, including the Placement Agents, acting at their direction or on their behalf shall provide any material, nonpublic information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser, except in the 8-K Filingcase of material, nonpublic information provided to an observer of the Company’s or Frequency’s board of directors or member of the Company’s or Frequency’s board of directors who is affiliated with such Purchaser or in a Final Waiver Notice to Informed Purchasers (as such terms are defined below) in accordance with Section 5.05 hereof. The Company shall not, and shall cause each of its Subsidiaries Frequency and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders agents and any other Person, including the Placement Agents, acting at their direction or agents for on their behalf not to, publicly disclose the name of any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor shall issue any press releases Purchaser or any other public statements with respect to affiliate or investment advisor of any Purchaser, or include the transactions contemplated hereby; provided, however, that the Company shall be entitled, name of any Purchaser or any affiliate or investment advisor of any Purchaser without the prior approval written consent (including by e-mail) of the Investor, to make such Purchaser (i) in 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 marketing materials, or (ii) in any filing with the Commission or any regulatory agency or trading market, except (A) as is required by applicable law and regulations the federal securities laws, rules or regulations, (provided that in B) to the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless extent such disclosure is required by lawother laws, regulation rules or regulations, at the Principal Marketrequest of the staff of the Commission or regulatory agency or under regulations of any national securities exchange on which Frequency’s securities are listed for trading or (C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and in the case of any disclosure made pursuant to clause (ii), the Company will provide the Purchaser with prior written notice (including by e-mail) of the applicable portion of such filing. Upon the earlier of (i) the Disclosure Deadline, (ii) the issuance of the Press Release and (iii) the filing of the Disclosure Document, each Purchaser shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company, Frequency or their respective officers, directors, Affiliates, employees or agents, or any other Person, including the Placement Agents, acting at their direction or on their behalf, in each case entered into in connection with the sale of the securities hereunder and the Merger. The Company understands and confirms that the Purchasers and their respective Affiliates will rely on the foregoing representations in effecting transactions in securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second Business Trading Day following the date of this AgreementAgreement (but in no event later than the public announcement of the 2003 Earnings), the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act Act, and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Second Amended and Restated Notes and Notes, the form of each of the Second Amended Warrants, the Registration Rights Agreement and Restated Warrantsthe Voting Agreement) as exhibits to such Form 8-K (including all attachments, the “Initial 8-K Filing”). Also included in On or before 8:30 a.m., New York City Time, on the first Trading Day following each Additional Closing Date, the Company shall file a Current Report on Form 8-K with the SEC describing the transaction consummated on such date (the “Additional 8-K Filing,” and together with the Initial 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value“8-K Filings”). From and after the filing As of the Initial 8-K Filing with the SECSEC and the public announcement of the 2003 Earnings, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its or their respective officers, directors, employees or agents, that is not disclosed in the Initial 8-K FilingFiling or in the public announcement of the 2003 Earnings. The From and after the Initial 8-K Filing with the SEC and the public announcement of the 2003 Earnings, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any Buyer with, and no Buyer shall request, any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosureBuyer. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Filings and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investor, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.5:30 p.m., New York City time, on the second Business Day following the date of this AgreementMay 24, 2012, the Company shall issue a press release and file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Notes, the form of the Registration Rights Agreement, the form of Security Agreement, the Second Amended and Restated Notes form of Control Agreement and the form of the Second Amended and Restated Warrants) Lock-Up Agreement as exhibits to such filing (including all attachments), the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor 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 for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without the prior written consent of the Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 9:00 a.m., New York City time, on the second first Business Day following the date execution of this Agreement, the Company shall issue a press release (the "Press Release") describing the material terms of the transactions contemplated by the Transaction Documents, and within four (4) days of the Closing file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules of this Agreement, the form of the Second Amended and Restated Notes ) and the form of the Second Amended and Restated Warrants) Warrants as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included in the 8-K Filing, the Company shall announce provided that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with shall in no event be made more than four (4) Business Days after the SECexecution of this Agreement. As of immediately following the issuance of the Press Release, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K FilingPress Release or in prior filings with the SEC. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express written consent of the Investorsuch Buyer. If the Investor a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any provided in breach of its Subsidiariesthe preceding sentence, it shall provide the Company with written notice thereof. The thereof in which case the Company shall, within five two (52) Trading Days (as defined in the NotesWarrants) of receipt of such notice, make public disclosure of any such material, nonpublic informationinformation provided in breach of the preceding sentence. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, Company or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the CompanyCompany or any of its officers, its Subsidiariesdirectors, employees, stockholders or agents for any such disclosure. To the extent that the Company or any of its or their respective officers, directors, employees, stockholders or agents for deliver any material, non-public information to a Buyer without such disclosureBuyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries Company nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Press Release 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, otherwise other than in connection with the Registration Statement unless such disclosure is required by law, regulation or any Eligible Market on which the Principal MarketCompany's securities are then listed or quoted.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, (i) on the second Business first Trading Day (as defined in the Notes) following the date of this Agreement, the Company shall issue a press release and (ii) on the second Trading Day following the date of this Agreement, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Notes, the form of Warrant and the form of the Second Amended and Restated Warrants) Registration Rights Agreement as exhibits to such filing (including all attachments, the “8"6-K Filing”") and 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"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 86-K Filing with the SECSEC and the Material Change Report with the CSA, the Investor (other than information provided to those certain Buyers specified on Schedule 4(i)), no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 86-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 86-K Filing with the SEC and the Material Change Report with the CSA without the express written consent of the Investorsuch Buyer. If the Investor 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 two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, 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 the Investor 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 the Investorany 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) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City timeTime, on the second 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 the terms of the transactions contemplated by this Agreement in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of each of the Second Amended and Restated Notes and Notes, the form of each of the Second Amended and Restated WarrantsWarrants and any amended Security Documents) (including all attachments, the “8-K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from Neither the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, agents has provided material nonpublic information to the Investors other than the information that is not will be disclosed in the 8-K FilingFiling or that was disclosed in the Company’s Form 8-K filed with the SEC on May 17, 2005. The Company shall not disclose the identity of the Investor in any filing with the SEC except as required by the rules and regulations of the SEC thereunder. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall notify the Company, and if the Company does not make public disclosure of such material nonpublic information within twenty four (24) hours of such notification, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries Company nor 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 the Investor, to make any press release or other public disclosure with respect to such transactions which are (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) the Company shall use reasonable best efforts to consult with the Investor 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 the Investor, or include the name of the Investor in any filing with the SEC or any regulatory agency or the applicable stock exchange, without the prior written consent of the Investor, neither except (i) for disclosure thereof in the 8-K 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, in which case the Company nor any of shall use its Subsidiaries or affiliates shall disclose the name of reasonable best efforts to provide the Investor in any filing, announcement, release or otherwise, unless with prior notice of such disclosure is required by law, regulation or the Principal Marketdisclosure.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form of the Second Amended and Restated Notes Notes, the form of Warrant, the form the Registration Rights Agreement and the form of the Second Amended and Restated Warrants) Security Documents as exhibits to such filing (including all attachments, the “"8-K Filing”"). Also included No later than two (2) months after the Closing date, the Company shall file a Current Report on Form 8-K disclosing all information disclosed in Schedule 4(i) (the "Second 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value"). From and after the filing of the Second 8-K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investorsuch Buyer. If the Investor 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 three (53) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosuredisclosure except where, as a result of the willful misconduct or gross negligence of such Buyer, any such disclosure contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany 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) the Investor each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of any applicable Buyer, and except as contemplated by the Investorprior subsection (i) or as required by applicable law or regulation, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.

Disclosure of Transactions and Other Material Information. On or before 8:30 The Company shall, (i) by 9:00 a.m., New York City time, on the second fourth (4th) Business Day following after the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-K with the SEC under the Exchange Act describing all the material terms of the transactions contemplated by this Agreement in the form required by the 1934 Exchange Act and attaching this Agreement and the material Transaction Documents not previously filed (including, without limitation, this Agreement, the form forms of each of the Second Amended and Restated Notes and the form of the Second Amended and Restated Warrants) (including all attachments, the “Amendment 8-K Filing”). Also included in , and (ii) by 9:00 a.m., New York time, on May 8, 2017, file the Cleansing 8-K FilingFiling with the SEC under the Exchange Act disclosing all material, non-public information, if any, regarding the Company shall announce or any of its Subsidiaries provided to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, prior to the time of such filing that it has hired an investment banker to explore strategic alternatives to maximize shareholder valuewas not disclosed in the Transaction 8-K Filing (as defined in the 2017 Securities Purchase Agreement) or the Amendment 8-K Filing and, as applicable, attaching all material transaction documents (or forms thereof). From and after the filing of the Cleansing 8-K Filing with the SEC, the Investor Company shall not be in possession of any have disclosed all material, nonpublic non-public information received from (if any) regarding the Company, Company or any of its Subsidiaries provided or delivered to the Investor by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agentsagents in connection with the transactions contemplated by the Transaction Documents, that is not disclosed in this Agreement and the 8-K FilingAmended and Restated Notes or otherwise. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the time of filing of the Cleansing 8-K Filing with the SEC without the express prior written consent of the Investor. If the Investor has, (which may be granted 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 withheld in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic informationInvestor’s sole discretion). In the event of a breach of any of the foregoing covenant covenants by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agentsagents (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right right, subject to giving the Company at least one (1) Business Day’s prior written notice, to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic 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. The Investor shall not 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 the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior written consent of the other parties hereto; provided, however, that the Company shall be entitled, without the prior approval of the Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Transaction 8-K Filing, the Amendment 8-K Filing or the Cleansing 8-K Filing (as applicable) and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without Other than with respect to the Transaction 8-K Filing and the Amendment 8-K Filing, without the prior written consent of the Investor (which may be granted or withheld in the Investor’s sole discretion), neither the Company nor any shall not (and shall cause each of its Subsidiaries or and affiliates shall to not) disclose the name of the Investor in any filing, announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Investor has not had, and the Investor shall not have (unless such disclosure is required expressly agreed to by lawthe Investor in a written definitive and binding agreement executed by the Company and the Investor), regulation any duty of confidentiality with respect to, or a duty not to trade on the Principal Marketbasis of, any information regarding the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first (1st) Business Day following after the date of this Agreementhereof, the Company shall issue a press release reasonably acceptable to the Investor and file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of the Second Amended and Restated Notes and Waiver, the form of the Second Amended Note and Restated Warrants) the Security Documents as exhibits to such filing (including all attachments), the “8-K "8‑K Filing”"). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its their respective officers, directors, employees employees, affiliates or agents, that is not disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its respective officers, directors, employees, affiliates or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate and be of no force or effect. The Company shall not, and shall cause each of its Subsidiaries Subsidiaries, if any, and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC date hereof without the express prior written consent of the Investor. If the Investor has, or believes it has, received any such material, nonpublic information regarding the Company or any of its SubsidiariesSubsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, it shall may provide the Company with written notice thereof. The Company shall, within five two (52) Trading Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, affiliates, employees, stockholders or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to the Investor without its consent, the Company hereby covenants and agrees that the Investor shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 the 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) 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, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or . The Company understands and confirms that the Principal MarketInvestor will rely on the foregoing representations in effecting transactions in the securities of the Company.

Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York City time, on the second first Business Day following the date of this Agreement, the Company shall issue a press release and file a Current Report on Form 8-8 K describing the terms of the transactions contemplated by this Agreement the Transaction Documents in the form required by the 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Second Amended and Restated Notes and the form of the Second Amended and Restated WarrantsRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-8 K Filing”). Also included in the 8-K Filing, the Company shall announce that it has hired an investment banker to explore strategic alternatives to maximize shareholder value. From and after the filing of the 8-8 K Filing with the SEC, the Investor no Buyer shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-8 K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor any Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-8 K Filing with the SEC without the express written consent of such Buyer or as may be required under the Investorterms of the Transaction Documents. If the Investor 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 Business Days (as defined in the Notes) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor No Buyer shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor the Investor 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 the Investorany Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-8 K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause (i) the Investor 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 Investorany applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Investor such Buyer in any filing, announcement, release or otherwise, unless such disclosure is required by law, regulation or the Principal Market.