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

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York 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 the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 3:45 p.m., New York City time, on the first business day following the date of this AgreementAugust 18, 2014, the Company shall issue a press release reasonably acceptable to the Buyers and file (x) a Current Report on Form 86-K and (y) a material change report on Form 51-102F3 in accordance with National Instrument 51-102 of the CSA with respect thereto (the "Cleansing Reports"), in each case describing (1) the terms of the transactions contemplated by the Transaction Documents in the form required by Applicable Securities Laws and attaching, to the Exchange Act and attaching extent required, the material Transaction Documents (including, without limitation, this Agreement (and all schedules and exhibits to this Agreement), the form of Notes, the form of the Warrant, the form of Guarantee Agreement and the form of Warrant) Lock-Up Agreement as exhibits to such filing filing), (including all attachments2) the Company's overall financial plan, (3) the Company's forward looking guidance and (4) to the extent not already publicly disclosed, the “8-K Filing”)financial results for the fiscal quarter ended June 30, 2014, and publicly filing the Company's financial statements for the fiscal quarter ended June 30, 2014. As To the extent that any material Transaction Documents are not attached to a material change report in accordance with the immediately preceding sentence because they are not required to be attached or otherwise, all of such material Transaction Documents, or forms thereof, shall be made publicly available on the Company's public record by filing such material Transaction Documents on SEDAR on or prior to August 18, 2014. From and after the filing of the 8-K Filing with the SECCleansing Reports, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 Reports. In addition, effective upon the filing of the Cleansing Reports, 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, affiliates or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees employees, affiliates and agents, not to, provide any Purchaser 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 such PurchaserBuyer. Neither If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Warrants) of receipt of such notice, make public disclosure of such material, nonpublic information. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer's consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Cleansing Reports and contemporaneously therewith or (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such Purchaserany applicable Buyer, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case neither the Company nor any of its Subsidiaries or affiliates shall provide such Purchaser with prior notice disclose the name of such disclosureBuyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On (i) Contemporaneous with or before 9:00 a.m. prior to the earlier of (i) the Company’s first public announcement of the transactions contemplated hereby and (ii) 4:00 p.m. (New York City time) on the fourth Business Day following the Initial Closing Date, and prior to 4:00 p.m. (New York City time) on the first business day Business Day following the date of this Agreementeach Subsequent Closing Date, the Company shall file a Current Report on Form 8-K describing (each, an “Announcing Form 8-K”) with the SEC. Each Announcing Form 8-K (x) shall describe the terms of the transactions contemplated by the Transaction Documents in Documents, including the purchase of the Notes and Warrants, (y) shall include as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Registration Rights Agreement, the form required by the Exchange Act of Company and attaching the material Transaction Documents (including, without limitation, this Subsidiary Pledge Agreement, the form of Security Agreement, the form of Account Control Agreement, the form of Subsidiary Guaranty, the form of Shareholder Guaranty and the form of Shareholder Pledge Agreement, the form of Note and the form of Warrant, and (z) as exhibits shall include any other information required to such filing (including all attachmentsbe disclosed therein pursuant to any Securities Laws or other Laws. Unless required by Law, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 make any Purchaser with any material, nonpublic information public announcement regarding the Company or any of its Subsidiaries from transactions contemplated hereby prior to each Closing. Subject to the agreements and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither covenants set forth in this Section 4(i), the Company nor any Purchaser shall not issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw (provided; however, rule or regulation (provided that in the case of clause (i) each Purchaser Buyers 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). (ii) From and after the filing of each Announcing Form 8-K with the SEC, no Buyer purchasing Notes and Warrants at the Closing that triggered the obligation to file such Announcing Form 8-K shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not publicly disclose to, provide any Buyer purchasing Notes and Warrants at the name Closing that triggered the obligation to file such Announcing Form 8-K with any material nonpublic information regarding the Company or any of any Purchaser, or include its Subsidiaries from and after the name filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such PurchaserBuyer. In the event that a Buyer believes that the Company, except any of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents has breached the foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) for disclosure thereof in the 8-K Filing or Registration Statement cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) as required make public disclosure of the claimed material nonpublic information provided to such Buyer by law the end of the second full Business Day following receipt of the notice provided for in the immediately preceding sentence, then, in addition to any other remedy provided herein or Nasdaq regulations in the Transaction Documents, such Buyer shall have the right to make a public disclosure in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries, or any order of its or their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees, stockholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor (as defined in Section 4(j)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the means to refuse to receive such notice or communication; and in the absence of any court such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or other governmental agencycommunication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in which case 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 its Subsidiaries, the Company shall provide within one Business Day after any such Purchaser with prior notice of receipt or delivery Publicly Disclose such disclosurematerial, nonpublic information.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. a.m., New York time, on the first business day Business Day following the date of this Agreement, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby and the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Warranteach of the Notes, the forms of Warrants and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 Unless otherwise required by the Transaction Documents, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither In the event a Buyer becomes aware of material, nonpublic information, such Buyer shall inform the Company of such information. The Company shall promptly make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information in a form mutually agreeable to both such Buyer and the Company. Subject to the foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. New York 8:30 a.m., local Eastern time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Holder disclosing all the material terms of the transactions contemplated by the Exchange Documents. On or before 8:30 a.m., local Eastern Time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Third Amended and Restated Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As From and after the issuance of the filing of Press Release, the 8-K Filing with the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic information that it received from delivered to the Company, any of its Subsidiaries Holder by the Company or any of its respective officersthe Subsidiaries, 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 and agentsor agents (if any) in connection with the transactions contemplated by the Exchange Documents. If the Holder has, not toor believes it has, provide any Purchaser with received any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing in breach of the 8-K Filing immediately preceding sentence, the Holder shall provide the Company with written notice thereof in which case the SEC without Company shall, within two (2) Business Days of the express written consent receipt of such Purchasernotice, if so requested by the Holder, make a public disclosure of all such material, nonpublic information so provided. Neither Subject to the Company foregoing, neither the Company, the Subsidiaries nor any Purchaser the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Holder, the Company shall not publicly (and shall cause each of the Subsidiaries to not) disclose the name of any Purchaser, or include the name of any Purchaser Holder in any filing filing, announcement, release or otherwise unless required by applicable law or regulations. In addition, following the 8-K Filing, the Company shall not, and the Company shall cause each of the Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Holder with any material, nonpublic information regarding the SEC Company or any regulatory agency or Nasdaq, of the Subsidiaries without the express prior written consent of such Purchaserthe Holder; provided, except however, that any information provided to or otherwise known by designees of the Holder to the Board (ias hereinafter defined) for shall not result in a breach of this sentence or require any disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureunder this Section 4(f).

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first second business day following the date of this AgreementClosing, the Company Corporation shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) Agreement as exhibits an exhibit to such filing (including all attachments, the “"8-K Filing”"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the CompanyCorporation, 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 Corporation 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 any Purchaser with any material, nonpublic information regarding the Company Corporation 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 such PurchaserPurchaser or as may be required under the terms hereof. Neither Subject to the Company foregoing, neither the Corporation, its subsidiaries nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Corporation shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company Corporation in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such any applicable Purchaser, except (i) for neither the Corporation nor any of its subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations the principal market or any order of any court or other governmental agency, exchange in which case the Company shall provide such Purchaser with prior notice Common Stock of such disclosurethe Corporation is then trading.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. No later than 5:30 p.m., New York City time, on the first 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing filing. In the event that the Merger does not close on or prior to such date, then on or prior to 5:30 p.m. on November 15, 2019, the Company shall issue a press release and file a current report on Form 8-K (including all attachmentsexhibits, the “8-K Filing”). As of ) disclosing any material non-public information disclosed to the Buyers hereunder and from and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, entitled to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)transactions. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise other than in connection with the registration statement contemplated by the Registration Rights Agreement, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on February 15, 2005, issue a press release reasonably acceptable to the Agent disclosing all material terms of the transactions contemplated hereby. On or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following the date of this AgreementFebruary 15, 2005, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, form of this Agreement, the Company's agreement with the Placement Agent regarding its engagement as placement agent and an updated legal opinion with respect to the form of Warrant) Registration Statement as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser 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 press release referred to in the SEC first sentence of this Section without the express written consent of such PurchaserBuyer. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser the Agent shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer or unless required by applicable law, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 5:30 p.m., New York time, on the first business day second Business Day following the date hereof and the date of any material amendment to the terms set forth in this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by Agreement in compliance with applicable SEC regulations (including all attachments, the Transaction Documents “Initial 8-K Filing”). On or before 5:30 p.m., New York time, on the second Business Day following each Closing Date, the Company shall file a Current Report on Form 8-K describing the applicable Closing and disclosing any previously undisclosed Disclosed Information in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (includingsuch filings, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “Closing 8-K Filings” and, collectively with the 8-K Filing, the “8-K Filings” and each an “8-K Filing”). As of From and after the filing of the each 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 FilingFilings. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the each 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or Filings and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Dolphin shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, release and provided that in any case the Company shall not publicly disclose the name identity of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Buyer without the prior such Buyer’s express written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as unless required by applicable law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureand regulations).

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first (1st) business day following after the date of this Agreement, issue a press release (the Company shall file a Current Report on Form 8-K describing “Press Release”) reasonably acceptable to _________ disclosing all the material terms of the transactions contemplated by hereby. From and after the Transaction Documents in issuance of the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachmentsPress Release, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic information that it received from delivered to _________ by 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 (if any) in connection with the transactions contemplated by the Transaction Documents. Subject to the foregoing, and agents, not to, provide any Purchaser with any material, nonpublic information regarding except for the Company or any filing of its Subsidiaries from a Current Report on Form 6-K and after the filing of the 8-K Filing with Prospectus Supplement, none of the SEC without the express written consent of such Purchaser. Neither the Company nor Company, its subsidiaries, _________ or any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the consent of the other parties hereto; provided, however, that each of the Company shall be entitled, without the prior approval of any Purchaser, to and GenScript Biotech Corporation may make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be is required by applicable lawlaw and regulations, rule or regulation (provided that subject to the prior review of _________, and Company shall in good faith reasonably consider any comments from _________ received reasonably in advance of the case anticipated date of clause (i) each Purchaser shall be consulted by disclosure. Without the Company in connection with prior written consent of any such press release or other public disclosure prior to its release). Notwithstanding the foregoingapplicable Purchaser, the Company shall not publicly (and shall cause each of its subsidiaries and affiliates to not) disclose the name of any Purchaser, such Purchaser or include the name of any Purchaser _________ in any filing, announcement, release or otherwise, except (a) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC or any regulatory agency or Nasdaq, without and (b) to the prior written consent of extent such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law or Nasdaq regulations or any order of any court or other governmental agencyregulations, in which case the Company shall provide such Purchaser the applicable Purchasers with prior notice of such disclosuredisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day Business Day following the date 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 Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). As of From and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 the SEC Press Release without the express written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that each of the Company and the Buyers shall be entitled, without the prior approval of any Purchaserthe other parties to this Agreement, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser the Company or the Buyers, as the case may be, shall be consulted by the Company in connection with any such party seeking to make the press release or other public disclosure prior to its release). Notwithstanding Other than in connection with the foregoingfuture SEC Reports or except as provided in the previous sentence, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Buyer without the prior written consent of such PurchaserBuyer in any filing, except (i) for disclosure thereof in the 8-K Filing announcement, release or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. New York 8:30 a.m., California time, on the first business day following second (2nd) Business Day after the date of this Agreement, (x) issue a press release (the Company shall ” Press Release” ) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K (the “8-K Filing”) describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the form of the Security Agreement, the Collateral Agency Agreement, the form of the Notes and the form of Warrant) as exhibits to such filing (including all attachmentsthe Warrants). From and after the issuance of the Press Release, the “8Company shall have disclosed all material, non-K Filing”). As public information (if any) delivered to any of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from Buyers 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 by the Transaction Documents. 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, agents not to, provide any Purchaser 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 such PurchaserBuyer. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation Applicable Law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing or Registration Statement or (ii) as otherwise required by law Applicable Law), announcement, release or Nasdaq regulations or any order of any court or other governmental agencyotherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, in which case the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall provide 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 Purchaser particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with prior notice respect thereto)), any duty of such disclosureconfidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day second Business Day immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, forms of the Note, the Warrant, the Registration Rights Agreement and the Security Agreement, and the schedules hereto and thereto, in the form required by the Exchange Act and attaching to which Current Report the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of California generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the SECCommission, no Purchaser shall be in possession of any material, nonpublic information that it 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 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 Company without the express written consent of such Purchaser. Neither Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith, and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) above, each Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business second Business Day (as used herein, the term "Business Day" shall mean any day except a Saturday, Sunday or day on which banking institutions are legally authorized to close in Tempe, Arizona) immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Warrants, the Certificate of Designations, and the Registration Rights Agreement, in the form required by the Exchange Act and attaching (the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of From and after the filing of the 8-K Filing with the SECCommission, no Purchaser shall be in possession of any material, nonpublic information that it 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, agents not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Commission without the express written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith, and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser above, the Purchasers shall be consulted by the Company (although the consent of the Purchasers shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On The Company shall or shall cause Homology to, (i) on or before 9:00 a.m. 9:30 a.m., New York City time, on the first business day within one (1) Business Day immediately following the date of this Agreement, issue one or more press releases disclosing the Company shall signing of the Merger Agreement and (ii) on or before 5:30 p.m., New York City time, within one (1) Business Day immediately following the date of this Agreement, file with the Commission a Current Report on Form 8-K describing (collectively with the press release, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and any other material nonpublic information within the meaning of the federal securities laws that the Company, Homology or their respective officers, directors, employees, agents or any other person acting at the direction of the Company or Homology has provided to the Purchasers in connection with the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits Agreement prior to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with Disclosure Document. The Company represents and warrants that, from and after the SECissuance of the Disclosure Document, no Purchaser shall be in possession of any material, material nonpublic information that it received from the Company, any of its Subsidiaries Homology or any of its their respective officers, directors, employees employees, agents or agents, that is not disclosed in the 8-K Filingother person acting at their direction. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, agents and Homology not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or any affiliate or investment adviser of any Purchaser, or include the name of any Purchaser or any affiliate or investment adviser of any Purchaser without the prior written consent (including by e-mail) of such Purchaser (i) in any press release or marketing materials, or (ii) in any filing with the SEC Commission or any regulatory agency or Nasdaq, without the prior written consent of such Purchasertrading market, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (iiA) as required by law the federal securities laws, rules or Nasdaq regulations, (B) to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations or any order of any court national securities exchange on which Homology’s securities are listed for trading or other governmental agency(C) to the extent such disclosure contains only information previously approved in accordance with this Section 5.02, and in which the case of any disclosure made pursuant to clause (ii), the Company shall will provide such the Purchaser with prior written notice (including by e-mail) of and an opportunity to review the applicable portion of such disclosurefiling.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) including as exhibits to such filing Form 8-K this Agreement and the Registration Rights Agreement (including all attachmentssuch Form or Forms 8-K, collectively, the “Announcing Form 8-K FilingK”). As Unless required by applicable law or a rule of the filing of Principal Market, the 8-K Filing with Company shall not make any public announcement regarding the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from transactions contemplated hereby or the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in other Transaction Documents prior to the 8-K FilingClosing Date. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide any Purchaser Buyer with any material, nonpublic material non-public 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 such PurchaserBuyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, 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 or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser 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). Notwithstanding the foregoing, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not publicly disclose the name of any PurchaserBuyer. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or include communication to any Buyer contains material, non-public information relating to the name of any Purchaser in any filing with the SEC Company or any regulatory agency or Nasdaqof the Subsidiaries, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, non-public 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, non-public 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, non-public information.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first business day following (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K 8‑K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warranteach of the Warrants) as exhibits to such filing (including all attachments, the “8-K Form 8‑K Filing”). As From and after the date of the filing of Form 8 K Filing, the 8-K Filing with the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to each Buyer 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 by the Transaction Documents. 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, agents not to, provide any Purchaser each Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-Form 8 K Filing with the SEC without the express prior written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchasereach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-Form 8 K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of each Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing with (other than the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-Form 8 K Filing or any filing that incorporates language from the Form 8 K Filing and other than the Registration Statement or (ii) and other than as required by applicable law or Nasdaq regulations rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any order of its subsidiaries (as applicable) that such Buyer receives from the Company, any court of its subsidiaries or other governmental agencyany of its or its officers, in which case the Company shall provide such Purchaser with prior notice of such disclosuredirectors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day second (2nd) Business Day following the date of this AgreementClosing Date, the Company Social shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) including as exhibits to such filing Form 8-K this Agreement, the form of Note, the form of Warrant and the Registration Rights Agreement (such filing, including all attachments, the “"8-K Filing”"). As of Social shall provide the filing of Agent, the Lenders and the Holders a reasonable opportunity to review the 8-K Filing prior to the filing thereof, subject to Section 8.34 of this Agreement. Any material non-public information provided by any Borrower to any Lender in connection with the SEC, no Purchaser transactions contemplated hereby shall be in possession of any material, nonpublic information that it received from included by Social within the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the aforementioned 8-K Filing. The Company shall not, and shall cause each None of its Subsidiaries and its and each the Credit Parties or any of their respective officersSubsidiaries, directorson the one hand, employees and agentsor the Lenders, not toHolders or the Agent, provide any Purchaser with any materialon the other hand, 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 Purchaser. Neither the Company nor 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 Lender, Holder or the Agent without the prior written consent of (a) the Lenders, Holders or the Agent, with respect to any proposed issuance by the Credit Parties or any of their respective Subsidiaries, or (b) the Credit Parties, with respect to any proposed issuance by any Lender, Holder or the Agent, in any such case, which consent shall not be unreasonably withheld; provided, however, that the Company Social shall be entitled, without the prior approval of any PurchaserLender or Holder or the Agent, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations (provided, rule or regulation (provided that in the case of clause (i) ii), each Purchaser Lender, Holder and the Agent shall be consulted by the Company Social in connection with any such press release or other public disclosure prior to its release). Notwithstanding anything to the foregoingcontrary contained herein, Social and each of the Company shall not publicly disclose other Credit Parties acknowledges and agrees that each Holder and/or its Affiliates may file a Schedule 13G or Schedule 13D (or amendment thereto) and other filings required under the name 1934 Act relating to the transactions contemplated hereby and any amendments thereto, and include in such Schedule 13G or Schedule 13D (and amendments thereto) and any such other filings under the 1934 Act such information regarding the transactions contemplated hereby and other matters relating to Social and the other Credit Parties as such Holder or Affiliate thereof determines after consultation with its legal counsel should be included therein, and Social and each of the other Credit Parties agrees that no such filing (nor the inclusion of any Purchasersuch information therein) will constitute a violation of the provisions of this Agreement, or include the name of any Purchaser in any filing with the SEC other Transaction Document or any regulatory agency other agreement to which any Credit Party is a party or Nasdaqotherwise bound; provided, without however, that each Lender shall use its reasonable efforts to limit any such disclosure to the prior written consent requirements of Schedule 13G or Schedule 13D (and amendment thereto) or such Purchaser, except (i) for disclosure thereof other applicable form or schedule as determined by such Lender in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser consultation with prior notice of such disclosureits legal counsel.

Disclosure of Transactions and Other Material Information. On (i) Contemporaneous with or before 9:00 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 first business day fourth Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing (the “Announcing Form 8-K”) with the SEC. The Announcing Form 8-K, which may be included within the Super 8-K, (x) shall describe the terms of the transactions contemplated by the Transaction Documents in Documents, including the purchase of the Notes and Warrants, (y) shall include as exhibits to such Form 8-K this Agreement (including the schedules hereto), the Registration Rights Agreement, the form required by the Exchange Act of Company and attaching the material Transaction Documents (including, without limitation, this Subsidiary Pledge Agreement, the form of Security Agreement, the form of Account Control Agreement, the form of Subsidiary Guaranty, the form of Shareholder Guaranty and the form of Shareholder Pledge Agreement, the form of Note and the form of Warrant, and (z) as exhibits shall include any other information required to such filing (including all attachmentsbe disclosed therein pursuant to any Securities Laws or other Laws. Unless required by Law, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 make any Purchaser with any material, nonpublic information public announcement regarding the Company or any of its Subsidiaries from transactions contemplated hereby prior to the Closing. Subject to the agreements and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither covenants set forth in this Section 4(i), the Company nor any Purchaser shall not issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw (provided; however, rule or regulation (provided that in the case of clause (i) each Purchaser Buyers 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). (ii) From and after the filing of the Announcing Form 8-K and the Super 8-K with the SEC, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include its Subsidiaries from and after the name filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such PurchaserBuyer. In the event that a Buyer believes that the Company, except any of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents has breached the foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) for disclosure thereof in the 8-K Filing or Registration Statement cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) as required make public disclosure of the claimed material nonpublic information provided to such Buyer by law the end of the second full Business Day following receipt of the notice provided for in the immediately preceding sentence, then, in addition to any other remedy provided herein or Nasdaq regulations in the Transaction Documents, such Buyer shall have the right to make a public disclosure in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, its Subsidiaries, or any order of its or their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees, stockholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor (as defined in Section 4(j)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to such Buyer or Investor contemporaneously with delivery of such notice or communication, and such indication shall provide such Buyer or Investor the means to refuse to receive such notice or communication; and in the absence of any court such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or other governmental agencycommunication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in which case 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 its Subsidiaries, the Company shall provide within one Business Day after any such Purchaser with prior notice of receipt or delivery Publicly Disclose such disclosurematerial, nonpublic information.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on (i) By the first business day fourth (4th) Business Day following the date of this AgreementClosing Date, the Company shall 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 in Documents, including the form purchase of the Shares. The Company shall file all exhibits relating to this Agreement required to be filed by the Exchange Act SEC and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) Securities Laws or other Laws as exhibits to the Company’s Annual Report on Form 10-K to be filed with the SEC on or around April 15, 2011. The Buyer and each Contributed Entity shall cooperate with and promptly furnish to the Company any information reasonably requested by the Company in connection with the preparation and filing of the Announcing Form 8-K. (ii) Subject to the agreements and covenants set forth in this Section 4(f), neither Party shall issue any press releases or any other public statements with respect to the transactions contemplated hereby or disclosing the name of any Party; provided, however, that the Parties shall be entitled, without the prior approval of the other Party, to make any press release with respect to such filing transactions (including all attachments, A) in substantial conformity with the “Announcing Form 8-K Filing”). As and contemporaneously therewith and (B) as is required by applicable Law including the regulations of applicable Spanish Governmental Entities. (iii) Notwithstanding any provision herein to the filing of contrary, the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 any Purchaser the 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 Purchaserthe Buyer, other than notices required under the Transaction Documents which may constitute material non-public information. Neither Notwithstanding anything to the contrary herein, in the event that the Company nor any Purchaser shall issue any press releases believes that a notice or communication to the Buyer contains material, nonpublic information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Buyer contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyer the means to refuse to receive such notice or communication other than notices required under the Transaction Documents which may constitute material non-public information; and in the absence of any such indication, the holders of the Shares shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. (iv) As of the Closing, each of the Medidata Financial Statements and any financial statements of the Contributed Entities prepared after the date hereof shall be in proper form and will satisfy: (i) the historical financial statement requirements of Form 8-K promulgated by the SEC for a material acquisition by the Company, and (ii) the reporting requirements of the SEC set forth in Regulations S-K and S-X with respect to the transactions contemplated hereby; providedCompany’s ongoing periodic reporting obligations. In addition, however, that the Company independent accountants of the Buyer shall be entitled, without consent to the prior approval use of any Purchaser, to make any press release or other public disclosure their reports with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company any Medidata Financial Statements in connection with any such press release or other public disclosure prior to its release). Notwithstanding of the foregoing, Company’s periodic filings following the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureClosing.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 6.00 pm ET, New York City Time, on January 19, 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, form of this Agreement, Agreement and the form of Warrant) Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any the Purchaser 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 press release referred to in the SEC first sentence of this Section without the express written consent of such the Purchaser. Neither Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Warrantthe Notes, the Registration Rights Agreement and the Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, without its consent, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it shall provide the Company with written notice thereof. The Company shall, within five (5) trading days of receipt of such notice, make public disclosure of such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)law and regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or Affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise., unless such disclosure thereof is required by law, regulation or the Principal Market. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the 8-K Filing The City of New York are authorized or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureto remain closed.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 5:30 p.m., New York time, on the first fourth (4th) business day following after the date of this Agreement, issue a press release (the “Press Release”) disclosing the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the fourth (4th) business day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with Filing, to the SEC, no Purchaser shall be in possession knowledge of any material, nonpublic information that it received from the Company, the Company shall have publicly disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing agents in connection with the SEC without transactions contemplated by the express written consent of such PurchaserTransaction Documents. Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make the Press Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and (ii) as may be is required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)Law and regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserBuyer, or include the name of any Purchaser Buyer in any filing with the SEC or any regulatory agency or NasdaqTrading Market, without the prior written consent of such PurchaserBuyer, except except: (a) as required by federal securities Law in connection with (i) for disclosure thereof in the 8-K Filing or Registration Statement or Filing, (ii) as any registration statement contemplated by the Registration Rights Agreement and (iii) the filing of final Transaction Documents with the SEC and (b) to the extent such disclosure is required by law Law or Nasdaq regulations or any order of any court or other governmental agencyTrading Market regulations, in which case the Company shall provide such Purchaser the Buyers with prior notice of such disclosuredisclosure permitted under this clause (b). It is understood that, by execution of this Agreement, LSVM authorizes the Company to publicly disclose LSVM’s identity as a Buyer hereunder.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on As soon as practicable after the first business day following Amendment and Restatement Closing Date and in any event within the date time period required under the rules and regulations of this Agreementthe SEC, the Company Issuer shall file a Current Report on Form 8-K describing the material terms of the transactions contemplated by this Agreement and the Additional Transaction Documents in the form required by the Exchange Act and attaching this Agreement and the material Additional Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachmentscollectively, the “8-K Filing”). As of ; provided, however, the filing of Issuer shall not file the 8-K Filing or any amendment or supplement thereto with the SECSEC without first providing a copy of such document, no Purchaser shall be in possession of any materialdraft form, nonpublic information that it received from to the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in Note Holder and affording the 8-K Filing. The Company shall notNote Holder a reasonable opportunity to review and comment thereon, and the Issuer shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide consider any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of Note Holder comments on the 8-K Filing with in good faith and use reasonable efforts to incorporate such comments. Except for the SEC without foregoing, neither the express written consent of such Purchaser. Neither the Issuer, any other Subject Company nor any the Note Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Issuer shall be entitled, without the prior approval of any the Note Purchaser, to make any press release or other public disclosure with respect to such transactions transactions, (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith, and (ii) as may be is required by applicable law, rule law and regulations or regulation Nasdaq rules (provided that in the case of clause (i) each Note Purchaser shall be consulted by the Company Issuer in connection with any such press release or other public disclosure a reasonable period prior to its release). Notwithstanding Except for the foregoing8-K Filing, the Company shall not publicly disclose Proxy Statement, any registration statement required to be filed pursuant to the name of any Purchaser, Registration Rights Agreement or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaqas otherwise required by law, without the prior written consent of such any applicable Note Purchaser, except (i) for disclosure thereof neither the Issuer nor any of its Subsidiaries or Affiliates shall disclose the name of the Note Purchaser in the 8-K Filing any filing, announcement, release or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. a.m., New York time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Subscriber disclosing all the material terms of the transactions contemplated by the transaction documents. On or before 5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange 1934 Act and attaching the material Transaction Documents this Agreement (including, without limitation, and all schedules to this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As From and after the issuance of the filing Press Release, the Company shall have disclosed all material, non-public information (if any) delivered to any of the 8-K Filing with Subscribers by the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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. The Company shall not, and agentsthe Company shall cause each of its officers, directors, employees and agents not to, provide any Purchaser Subscriber with any material, nonpublic non-public information regarding the Company or any of its the Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such PurchaserSubscriber. Neither Subject to the Company foregoing, neither the Company, any Subsidiary nor any Purchaser Subscriber shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of any PurchaserSubscriber, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (iA) each Purchaser Subscriber shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Subscriber may make such filings as may be required under Section 13 and Section 16 of the 1934 Act. Notwithstanding Without the foregoingprior written consent of the applicable Subscriber and notwithstanding anything to the contrary in this Agreement and except as a selling shareholder in the registration statement required hereunder, the Company shall not publicly (and shall cause the Subsidiaries and affiliates to not) disclose the name of such Subscriber or any Purchaser, or include affiliate of the name of any Purchaser Subscriber in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureSubscriber.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day 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 the Transaction Documents this Agreement in the form required by the Exchange 1934 Act and attaching the material Transaction Documents not previously filed (including, without limitation, this Agreement, the Amended Security Documents, the form of the Second Amended and Restated Convertible Notes, the form of the Amended and Restated Bridge Notes, and the form of Warrant) as exhibits to such filing the Forbearance Warrants (including all attachments, the “8-K Filing”). As The 8-K Filing shall not refer to the Investor by name without the approval of the filing of Investor to the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of prior to its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingrelease. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaserthe Investor or as may be required under the terms of the Transaction Documents. Neither Subject to the Company foregoing, neither the Company, its Subsidiaries nor any Purchaser the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith that do not refer to the Investor by name and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such Purchaserthe Investor, and except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by applicable law or Nasdaq regulations or any order of any court or other governmental agencyregulation, in which case neither the Company nor any of its Subsidiaries or affiliates shall provide such Purchaser with prior notice disclose the name of such disclosurethe Investor in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, the form of the Certificate of Designations, the form of Warrant and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser so long as a Buyer does not exercise its right to have an observer at meetings of the Company’s Board of Directors, such Buyer shall not be in possession of any material, nonpublic information that it received from actually provided by the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that was not specifically requested by such Buyer and that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser 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 not directly solicited by such Buyer, except in connection with such Buyer’s exercise of its right to have an observer attend meetings of the express written consent Company’s Board of such PurchaserDirectors. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first 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 terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of Certificate of Designations, the form of Warrant, and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer or as may be required under the terms of the Transaction Documents. Neither If a Buyer has received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. The Company shall, within five (5) Trading Days (as defined in the Certificate of Designations) of receipt of such notice, make public disclosure of such material, nonpublic information. Subject to the foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York 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 the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Purchaser 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 such PurchaserInvestor. Neither In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserInvestor, 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 or in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Purchaser Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. (i) Not later than 5:30 p.m. (New York City time, ) on the first business day fourth (4th) Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on the Announcing Form 8-K describing with the SEC. The “Announcing Form 8-K” (A) shall describe the terms of this Agreement and the other Transaction Documents and the transactions contemplated by hereby and thereby, (B) shall include, as exhibits to such Form 8-K, this Agreement (excluding the Transaction Documents in schedules hereto), the Bridge Security Agreement, the Bridge Mortgages, the Bridge Account Control Agreements, the Bridge Guaranty, the Bridge Pledge Agreement, the form required by of Conveyances of Limited Overriding Royalty Interests, the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Intercreditor Agreement, the Omnibus Amendment, the September 2008 Amendment and the form of WarrantBridge Note, and (C) as exhibits shall include any other information required to such filing be disclosed therein pursuant to any securities Laws or other Laws. As used in this Agreement, “Laws” means all present or future federal, state local or foreign laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Entity. (including all attachmentsii) Subject to the agreements and covenants set forth in this Section 5(i), the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Purchasersuch Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw, rule including as is required by Form 8-K or regulation any successor form thereto (provided that in the case of clause (i) each Purchaser any such 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 upon request). (iii) The Company represents, warrants and covenants to the Buyers that, from and after the filing of the Announcing Form 8-K with the SEC (subject to Section 5(m)), no Buyer shall be in possession of any material nonpublic information received from the Company, any of the Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of the Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include the name Subsidiaries from and after the filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such Purchaserthe Buyers. In the event of a breach of the foregoing covenant by the Company, except (i) for disclosure thereof any of 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 8-K Filing Transaction Documents, the Buyers shall have the right to make a public disclosure in the form of a press release, public advertisement or Registration Statement or (ii) as required otherwise, of such material nonpublic information without the prior approval by law or Nasdaq regulations the Company, the Subsidiaries, or any order of its or their respective officers, directors, employees or agents. The Buyers shall not have any court liability to the Company, any of the Subsidiaries or other governmental agencyany of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in which case the event that the Company believes that a notice or communication to any Buyer contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 10:00 a.m., New York time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 10:00 a.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, ) and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing issuance of the 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from the Company, (if any) 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 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the Company foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureBuyer.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, As soon as practicable on the first business day Trading Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Certificate of Designations, the form of Warrant and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser 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 the SEC without the express written consent of such PurchaserBuyer; PROVIDED, HOWEVER, that an attempt by the Company to comply with the provisions of Section 4(m) hereof shall not be deemed to violate this Section 4(i). Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, (i) The Company shall not later than 5:30 p.m. (Eastern Time) on the first business day fourth (4th) Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing with the SEC (the “Announcing Form 8-K”). The Announcing Form 8-K (A) shall describe the terms of this Agreement and the other Transaction Documents and the transactions contemplated by the Transaction Documents in the form required by the Exchange Act hereby and attaching the material Transaction Documents thereby, (includingB) shall include, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Form 8-K, this Agreement (including all attachmentsexcluding the schedules hereto, a form of the Notes, a form of the Warrants, the “8-K Filing”)Subsidiary Guaranty, the June 2009 Amendment and a form of the Mortgages, and (C) shall include any other information required to be disclosed therein pursuant to any securities Laws or other Laws. As of the filing of the 8-K Filing used in this Agreement, “Laws” means all present or future federal, state local or foreign laws, statutes, common law duties, rules, regulations, ordinances and codes, together with the SECall administrative or judicial orders, no Purchaser shall be in possession of any materialconsent agreements, nonpublic information that it received from the Companydirected duties, requests, licenses, authorizations and permits of, and agreements with, any of its Subsidiaries or any of its respective officersGovernmental Entity. (ii) Subject to the agreements and covenants set forth in this Section 5(i), directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer, without prior approval of any such Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Purchasersuch Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw, rule including as is required by Form 8-K or regulation any successor form thereto (provided that in the case of clause (i) each Purchaser such 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 upon request). (iii) The Company represents, warrants and covenants to the Buyers that, from and after the filing of the Announcing Form 8-K with the SEC (subject to Section 5(m)), no Buyer shall not be in possession of any material nonpublic information received from the Company, any of the Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of the Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include the name Subsidiaries from and after the filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such Purchaserthe Buyers. In the event of a breach of the foregoing covenant by the Company, except (i) for disclosure thereof any of 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 8-K Filing Transaction Documents, the Buyers shall have the right to make a public disclosure in the form of a press release, public advertisement or Registration Statement or (ii) as required otherwise, of such material nonpublic information without the prior approval by law or Nasdaq regulations the Company, the Subsidiaries, or any order of its or their respective officers, directors, employees or agents. The Buyers shall not have any court liability to the Company, any of the Subsidiaries or other governmental agencyany of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in which case the event that the Company believes that a notice or communication to any Buyer contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following Business Day after the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated by the Transaction Documents hereby in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) this Agreement as exhibits an exhibit to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser 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 press release referred to in the SEC first sentence of this Section without the express written consent of such PurchaserBuyer. Neither In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, nonpublic information without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day fourth Business Day following the date of this Agreementeach Closing Date, the Company Principal Borrower shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Note and the Registration Rights Agreement (including all attachments, the “8-K Filing”). As of The Principal Borrower shall provide the filing of Agent, the Lenders and the Holders a reasonable opportunity to review each 8-K Filing with prior to the SECfiling thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, no Purchaser shall be in possession each of any material, nonpublic information that it 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 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 any Purchaser Lender with any material, nonpublic information regarding the Company or any of its Subsidiaries Xxxxx Confidential Information from and after the filing of time the 8-K Filing is made with the SEC without unless prior to delivery thereof, (A) the express written consent Borrowers shall have disclosed to the Lenders (x) that they are required to deliver information that is Xxxxx Confidential Information, (y) a general description of the nature of such Purchaserinformation and a redacted version of any document otherwise required to be delivered that contains such information and (z) the provision of this Agreement or the other Transaction Documents that otherwise requires disclosure of such information, (B) the Lenders shall have specifically requested delivery of such information after being informed that such information is Xxxxx Confidential Information, and (C) the Lenders and the Borrowers shall have negotiated in good faith to enter into, and shall have entered into, a confidentiality arrangement applicable to such information on terms substantially the same as those set forth in Section 5.1 of the Xxxxx License Agreement, as in effect on October 19, 2009, with Xxxxx as a third party beneficiary of such confidentiality arrangement; provided that if the Borrowers do not deliver such information because either the Lenders decline to receive such information hereunder or the Lenders and Borrowers do not or are unable to enter into such a confidentiality arrangement after such good faith negotiations, then the Borrowers shall not be in breach of either this covenant or the provision of this Agreement or the other Transaction Documents that otherwise requires disclosure of such information. Neither Subject to the Company foregoing provisions of this Section 8.26, neither any of the Borrowers nor any Purchaser Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of any PurchaserLender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations (provided, rule or regulation (provided that in the case of clause (i) each Purchaser Lender shall be consulted by the Company Principal Borrower in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Lender, none of the Company Borrowers shall not publicly disclose the name of any PurchaserLender or its affiliates in any filing, announcement, release or otherwise unless required by law. Notwithstanding anything to the contrary contained herein, the Principal Borrower acknowledges and agrees that the Lenders and/or their Affiliates may file a Schedule 13D relating to transactions contemplated hereby and any amendments thereto, and include in such Schedule 13D (and amendments thereto) such information regarding the name transactions contemplated hereby and other matters relating to the Principal Borrower as the Lenders determine after consultation with their legal counsel should be included therein, and agrees that no such filing (nor the inclusion of any Purchaser in any filing with such information therein) will constitute a violation of the SEC provisions of this Agreement or any regulatory agency or NasdaqTransaction Document; provided, without however, that the prior written consent Lenders shall use their reasonable efforts to limit any such disclosure to the requirements of such Purchaser, except (i) for disclosure thereof the Schedule 13D as determined by the Lenders in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser consultation with prior notice of such disclosuretheir legal counsel.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day Business Day following the date 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 Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). As of From and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Other than in connection with the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Buyer without the prior written consent of such PurchaserBuyer in any filing, except (i) for disclosure thereof announcement, release or otherwise. As used herein, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the 8-K Filing Txx Xxxx xx Xxx Xxxx, Xxxx Xxxx or Registration Statement China are authorized or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureto remain closed.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. New York 8:30 a.m., local Eastern time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Holder disclosing all the material terms of the transactions contemplated by the Exchange Documents. On or before 8:30 a.m., local Eastern Time, on the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Third Amended and Restated Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As From and after the issuance of the filing of Press Release, the 8-K Filing with the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic information that it received from delivered to the Company, any of its Subsidiaries Holder by the Company or any of its respective officersthe Subsidiaries, 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 and agentsor agents (if any) in connection with the transactions contemplated by the Exchange Documents. If the Holder has, not toor believes it has, provide any Purchaser with received any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing in breach of the 8-K Filing immediately preceding sentence, the Holder shall provide the Company with written notice thereof in which case the SEC without Company shall, within two (2) Business Days of the express written consent receipt of such Purchaser. Neither notice, if so requested by the Company Holder, make a public disclosure of all such material, nonpublic information so provided.. Subject to the foregoing, neither the Company, the Subsidiaries nor any Purchaser the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Holder, the Company shall not publicly (and shall cause each of the Subsidiaries to not) disclose the name of any Purchaser, or include the name of any Purchaser Holder in any filing filing, announcement, release or otherwise unless required by applicable law or regulations. In addition, following the 8-K Filing, the Company shall not, and the Company shall cause each of the Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide the Holder with any material, nonpublic information regarding the SEC Company or any regulatory agency or Nasdaq, of the Subsidiaries without the express prior written consent of such Purchaserthe Holder; provided, except however, that any information provided to or otherwise known by designees of the Holder to the Board (ias hereinafter defined) for shall not result in a breach of this sentence or require any disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureunder this Section 4(f).

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day immediately following the date of this AgreementClosing, the Company Corporation shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents hereby in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) Agreement as exhibits an exhibit to such filing (including all attachments, the “"8-K Filing”"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the CompanyCorporation, 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 Corporation 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 any Purchaser with any material, nonpublic information regarding the Company Corporation 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 such PurchaserPurchaser or as may be required under the terms hereof. Neither Subject to the Company foregoing, neither the Corporation, its subsidiaries nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Corporation shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser shall be consulted by the Company Corporation in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such any applicable Purchaser, except (i) for neither the Corporation nor any of its subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations the principal market or any order of any court or other governmental agency, exchange in which case the Company shall provide such Purchaser with prior notice Common Stock of such disclosurethe Corporation is then trading.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on Upon effectiveness of the first business day following the date of this AgreementInitial Registration Statement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 its Subsidiary and each of its and their respective officers, directors, employees and agents, agents not to, provide any Purchaser the Investor with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases Investor (which may be granted or any other public statements with respect to withheld in the transactions contemplated hereby; providedInvestor’s sole discretion), however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) except as may be required by applicable law, rule permitted under the Transaction Documents. Without the prior written consent of the Investor (which may be granted or regulation (provided that withheld in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its releaseInvestor’s sole discretion). Notwithstanding the foregoing, the Company shall not publicly (and shall cause its Subsidiary and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Investor in any filing, announcement, release or otherwise except: (i) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC or any regulatory agency or Nasdaq, without in connection with the prior written consent filing of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Initial Registration Statement or with the SEC and (ii) as to the extent such disclosure is required by law or Nasdaq regulations or any order of any court or other governmental agencyregulations, in which case the Company shall provide such Purchaser the Investor with prior notice of such disclosuredisclosure permitted under this clause (ii). Notwithstanding anything contained in this Agreement to the contrary, the Company expressly agrees that it shall publicly disclose, no later than 1 Business Day following the effective date of the Initial Registration Statement (as defined in the Registration Rights Agreement), any information otherwise communicated to the Investor by or, to the knowledge of the Company, on behalf of the Company in connection with the sale of the Securities which, following the filing of the Initial Registration Statement would, if not so disclosed, constitute material, non-public information regarding the Company or its Subsidiary.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 9:30 a.m., New York City time, on the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the first business day Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the certain terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material certain Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing or (ii) as may be is required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)law and regulations. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, or unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 9:30 a.m., New York time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Purchaser disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of WarrantRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing issuance of the 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to the Company, any of its Subsidiaries Purchaser 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 in connection with the transactions contemplated by the Transaction Documents. The Company shall not, and agentsthe Company shall cause each of its officers, directors, employees and agents not to, provide any the Purchaser with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries the Subsidiary from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such the Purchaser. Neither Subject to the Company foregoing, neither the Company, the Subsidiary nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (iA) each the Purchaser shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) the Purchaser may make such filings as may be required by applicable law and regulation or under Section 13 and Section 16 of the 1934 Act. Notwithstanding Without the foregoingprior written consent of the Purchaser, the Company shall not publicly (and shall cause the Subsidiary and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first business day following (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the Exchange 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Note) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, The Company hereby confirms that (i) no Purchaser shall be in possession of any material, nonpublic non-public information that it received from was delivered to the Company, any of its Subsidiaries Holder by the Company or any of its respective officersthe Subsidiaries, 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 Exchange Documents and agents, (ii) the transactions contemplated by this Agreement and the other Exchange Documents do not to, provide any Purchaser with any constitute material, nonpublic non-public 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 PurchaserSubsidiaries. Neither the Company Company, its Subsidiaries nor any Purchaser the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Holder, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Holder in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing Filing), announcement, release or Registration Statement or otherwise, except (iia) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the extent such disclosure is required by applicable law or Nasdaq regulations or any order of any court or other governmental agencymarket regulations, in which case the Company shall provide such Purchaser the Holder with prior notice of such disclosuredisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) including as exhibits to such filing Form 8-K this Agreement and the Registration Rights Agreement (including all attachmentssuch Form or Forms 8-K, collectively, the “Announcing Form 8-K FilingK”). As Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby or the other Transaction Documents prior to the Closing Date. The Company confirms that, following the filing of the Announcing Form 8-K Filing with the SECK, no Purchaser shall Buyer will be deemed to be in possession of any material, nonpublic material non-public information concerning the Company (to the extent that it received from such information was provided by the Company, any Company prior to the filing of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K FilingK). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide any Purchaser Buyer with any material, nonpublic material non-public 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 such PurchaserBuyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. Neither The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, 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 or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser 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). Notwithstanding the foregoing, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not publicly disclose the name of any PurchaserBuyer. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or include communication to any Buyer contains material, non-public information relating to the name of any Purchaser in any filing with the SEC Company or any regulatory agency or Nasdaqof its Subsidiaries, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, non-public information relating to the Company or any of its Subsidiaries.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day Business Day immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”)) with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, the Certificate of Designation, and the Registration Rights Agreement in the form required by the Exchange Act and reviewed by counsel to the Lead Investor (as defined in Section 3.13 hereto) and counsel to the Placement Agents. As of the time of the filing of the 8-K Filing with the SECCommission, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries Company 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 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 Commission without the express written consent of such Purchaser. Neither Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby except as may be reviewed and approved by the Company and counsel to the Lead Investor and counsel to the Placement Agents; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith, and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each above, Purchaser and the Placement Agents shall be consulted notified by the Company (although the consent of such Purchaser and the Placement Agents shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 9:30 a.m., New York City time, on the first business day Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaserthe Buyer. Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing or (ii) as is required by applicable law and regulations, and (B) any Buyer may be make any filings and disclosures required by applicable law, rule or regulation (provided that in regulation, including any filings and disclosures required under Section 13 or Section 16 of the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)1934 Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such Purchaserany applicable Buyer, except neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise other than in connection with the Exchange Offer Registration Statement (i) for disclosure thereof as defined in the 8-K Filing Indenture), as contemplated pursuant to Section 4.22 of the Indenture, or Registration Statement or (ii) as unless such disclosure is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. a.m., New York time, on the first business day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Offering Documents in the form required by the Exchange Act and attaching the material Transaction Offering Documents (including, without limitation, this Subscription Agreement, the Certificate of Designations and the form forms of Warrant) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of From the filing of Closing, the 8-K Filing Company shall not provide the Investor with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser the Investor with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaserthe Investor. Neither the Company nor any Purchaser the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any Purchaserthe Investor, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser the Investor (so long as such Investor has invested more than $850,000 pursuant to this Subscription Agreement) shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaserthe Investor, or include the name of any Purchaser the Investor in any filing with the SEC or any regulatory agency or NasdaqAmex, without the prior written consent of such Purchaserthe Investor, except (i) for disclosure thereof which is required in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq Amex regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser the Investor with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day (1st) 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of WarrantCertificate of Designations and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of the filing of From and after the 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of have disclosed any material, material nonpublic information that it received from delivered to the Company, any of its Subsidiaries Buyers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither Subject to the Company foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8"6-K Filing”"). As of From and after the filing of the 86-K Filing with the SEC, no Purchaser the Buyer shall not be in possession of any material, nonpublic information that it 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 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 any Purchaser the 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 Buyer. If the Buyer has, or believes it has, received any such Purchasermaterial, nonpublic information regarding the Company, it shall provide the Company with written notice thereof. The Company shall, within one (1) trading day of receipt of such notice, make public disclosure of such material, nonpublic information. Neither the Company nor any Purchaser the Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such Purchaserthe Buyer, except neither the Company nor any affiliates shall disclose the name of the Buyer in any filing, announcement, release or otherwise other than in connection with the Registration Statement, (i) for disclosure thereof as defined in the 8-K Filing or Registration Statement or (ii) Rights Agreement), as contemplated by the Registration Rights Agreement, unless such disclosure is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. The Company shall, after 4:00 p.m., New York time, and prior to 5:30 p.m., New York time, on the first business day following (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the Exchange 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Note) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information delivered to the Holder by the Company or any of its subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the SEC without transactions contemplated by the express written consent of such PurchaserExchange Documents. Neither the Company Company, its subsidiaries nor any Purchaser the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Holder, the Company shall not publicly (and shall cause each of its subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Holder in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing Filing), announcement, release or Registration Statement or otherwise, except (iia) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the extent such disclosure is required by applicable law or Nasdaq regulations or any order of any court or other governmental agencymarket regulations, in which case the Company shall provide such Purchaser the Holder with prior notice of such disclosuredisclosure permitted hereunder. Without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that the Holder has not had, and shall not have (unless expressly agreed to by the Holder after the date hereof in a written definitive and binding agreement executed by the Company and the Holder), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of it subsidiaries.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on October 27, 2004, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, form of this Agreement, Agreement and the form of Warrant) Warrant as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any the Purchaser 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 press release referred to in the SEC first sentence of this Section without the express written consent of such the Purchaser. Neither Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser's consent; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On At or before 9:00 8:30 a.m. New York time(Eastern Time) on February 17, on the first business day following the date of this Agreement2004, the Company shall file a Current Report on Form 8-K (the “Announcing Form 8-K”) with the SEC describing the terms of the transactions contemplated by this Agreement and the Transaction Documents Third Party Transactions and including as exhibits to the Announcing Form 8-K this Agreement and any agreements entered into by the Company with respect to the Third Party Transactions (along with any other instruments that will define the rights of the Third Party Investors), if any such agreements have been executed, in the form required by the Exchange Act 1934 Act, and attaching neither the material Transaction Documents (including, without limitation, Company nor the Investor shall issue any press release or any other public statement with respect to the transaction contemplated by this Agreement and the Purchase Agreement, and or with respect to the form of Warrant) as exhibits Third Party Transactions, prior to such filing (including all attachments, of the “Announcing 8-K Filing”). As of K. From and after the filing of the Announcing Form 8-K Filing with the SEC, no Purchaser the Investor shall not be in possession of any material, material nonpublic information that it 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 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 any Purchaser 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 such Purchaserthe Investor. Neither Subject to the foregoing, neither the Company nor any Purchaser the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyby this Agreement and the Purchase Agreement or with respect to the Third Party Transactions or disclosing the name of the Investor; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe 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 or and contemporaneously therewith and (ii) as may be is required by applicable law, rule law and regulations or regulation as directed by the Principal Market (provided that in the case of clause (i) each Purchaser the Investor shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before The Company shall, by 9:00 a.m. (New York City time, ) on the first business day (1st) Trading Day immediately following the date Closing Date, issue a press release disclosing the material terms of this Agreement, the transactions contemplated hereby. The Company shall file a Current Report on Form 8-K describing including the terms of Transaction Documents as exhibits thereto within the time period required by the 1934 Act. The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by Law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market unless the name of such Investor is already included in the body of the Transaction Documents in or is otherwise publicly available, without the form prior written consent of such Investor, except: (a) as required by federal securities Laws in connection with the Exchange Act and attaching the material filing of final Transaction Documents (including, without limitation, this with the SEC and any registration statement contemplated by the Registration Rights Agreement, and (b) to the form extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of Warrant) as exhibits to such filing disclosure permitted under this clause (including all attachments, the “8-K Filing”b). As of The Company confirms that, following the filing of the Form 8-K Filing with announcing the SECClosing (the “Announcing Form 8-K”), no Purchaser shall Investor will be deemed to be in possession of any material, nonpublic material non-public information concerning the Company (to the extent that it received from such information was provided by the Company, any Company prior to the filing of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K FilingK). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide any Purchaser Investor with any material, nonpublic material non-public 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 such Purchaser. Neither the Company nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such PurchaserInvestor, except (i) for disclosure thereof in unless prior thereto such Investor shall have executed a written agreement regarding the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice confidentiality and use of such disclosureinformation.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 9:30 a.m., New York City time, on the first business day Business Day following the date of this Agreement, the Company shall issue a press release describing certain terms of the transactions contemplated by the Transaction Documents and on or before 9:30 a.m., New York City time, on the second Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the certain terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material certain Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing as required by the 1934 Act (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with any of the material or information included in the 8-K Filing or (ii) as is required by applicable law and regulations, and (B) any Buyer may be make any filings and disclosures required by applicable law, rule or regulation (provided that in regulation, including any filings and disclosures required under Section 13 or Section 16 of the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)1934 Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, or unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall either file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act or, in lieu thereof, provide such information in its 2024 10-K, and attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). As From and after the date of the filing of the Form 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to each Buyer 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 by the Transaction Documents. 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, agents not to, provide any Purchaser each Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the Form 8-K Filing with the SEC without the express prior written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchasereach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of each Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing with (other than the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement or (ii) and other than as required by applicable law or Nasdaq regulations rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any order of its subsidiaries (as applicable) that such Buyer receives from the Company, any court of its subsidiaries or other governmental agencyany of its or its officers, in which case the Company shall provide such Purchaser with prior notice of such disclosuredirectors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first business day following (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, the Certificate of Designation for the Series C Preferred Shares and the form of Warranteach of the Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing date of the 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to Buyer 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 by the Transaction Documents. 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, agents not to, provide any Purchaser Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-K Filing with the SEC without the express prior written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of Buyer, the Company shall not publicly (and shall cause each of its Affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing or any filing that incorporates language from the 8-K Filing and other than the Registration Statement or (ii) and other than as required by applicable law or Nasdaq regulations rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that Buyer has not had, and Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any order of its subsidiaries (as applicable) that Buyer receives from the Company, any court of its subsidiaries or other governmental agencyany of its or its officers, in which case the Company shall provide such Purchaser with prior notice of such disclosuredirectors, employees, stockholders or agents.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day following the date of this AgreementDecember 29, 2008, the Company shall issue a press release and file a Current Report on Form 8-K describing the terms of certain warrants that will become issuable upon the extension of the Company’s current borrowing and guarantee facility with Sanderling Venture Partners and Alafi Capital Company (the “Credit Support Warrants”) and the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of WarrantWarrants and the Ramius Securities Purchase Agreement (as defined in Section 7(xiii)) and other agreements related thereto) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from Neither the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule regulation or regulation any Eligible Market on which the Company’s securities are then listed or quoted (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for disclosure thereof announcement, release or otherwise other than in connection with the 8-K Filing or Registration Statement or (ii) as unless such disclosure is required by law or Nasdaq regulations law, regulation or any order of any court Eligible Market on which the Company’s securities are then listed or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurequoted.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. a.m., New York time, on the first business day (1st) Business Day after the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 5:30 p.m., New York time, on the first (1st) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement, ) and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 its and each of their respective officers, directors, employees and agents, agents not to, provide any Purchaser Buyer with any material, nonpublic non-public information regarding the Company or any of its the Subsidiaries from and after the filing issuance of the 8-K Filing with the SEC Press Release without the express prior written consent of such PurchaserBuyer. Neither Subject to the Company foregoing, neither the Company, any Subsidiary nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (i) the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (iA) each Purchaser Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release)) and (ii) each Buyer may make such filings as may be required under Section 13 and Section 16 of the 1934 Act. Notwithstanding Without the foregoingprior written consent of the applicable Buyer and notwithstanding anything to the contrary in this Agreement, the Company shall not publicly (and shall cause the Subsidiaries and affiliates to not) disclose the name of such Buyer or any Purchaser, or include affiliate of the name of any Purchaser Buyer in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureBuyer.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day following the date of this AgreementDecember 6, 2004, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), and the form of Warranteach of the Notes, the form of Additional Investment Right, the Registration Rights Agreement and the Security Documents) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer; provided, further, that the Company shall not be deemed to be in breach of Section 4(i) if the Company delivers to Legal Counsel (as defined in the Registration Rights Agreement) any information pursuant to the terms of any of the Transaction Documents and such information is deemed by the Company to be material, nonpublic information. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. New York time8:30 a.m., Eastern Daylight Savings Time, on the first business day Business Day following the date 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., Eastern Daylight Savings Time, on the first Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of The Company acknowledges and covenants that from and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of any securities market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Other than in connection with the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Buyer without the prior written consent of such PurchaserBuyer in any filing, except (i) for disclosure thereof in the 8-K Filing announcement, release or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first business day following (1st) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Exchange Documents in the form required by the Exchange 1934 Act (as defined in the Purchase Agreement) and attaching all the material Transaction Exchange Documents (including, without limitation, this Agreement, Agreement and the form forms of Warrantthe Note and Warrants) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from From and after the filing of the 8-K Filing Filing, the Company shall have disclosed all material, non-public information delivered to the Holder by the Company or any of the Subsidiaries, or any of their respective officers, directors, employees or agents (if any) in connection with the SEC without transactions contemplated by the express written consent of such PurchaserExchange Documents. Neither the Company Company, its Subsidiaries nor any Purchaser the Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Holder, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Holder, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Holder in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing Filing), announcement, release or Registration Statement or otherwise, except (iia) as required by federal securities law in connection with the filing of final Exchange Documents (including signature pages thereto) with the SEC (as defined in the Purchase Agreement) and (b) to the extent such disclosure is required by applicable law or Nasdaq regulations or any order of any court or other governmental agencymarket regulations, in which case the Company shall provide such Purchaser the Holder with prior notice of such disclosuredisclosure permitted hereunder.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day second Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K K, in each case, describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of Subject to the filing of the 8-K Filing with the SECforegoing, no Purchaser shall be in possession of any material, nonpublic information that it received from neither the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser the Holders 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). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any PurchaserBuyer, or include the name of any Purchaser Buyer in any filing with the SEC or any regulatory agency or Nasdaqthe Nasdaq Capital Market or other stock exchange or automated quotation system upon which the Company’s shares of common stock are traded, including, without limitation, any and all discounted issuance rules, if applicable, without the prior written consent of such PurchaserBuyer, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or regulations of the Nasdaq regulations Capital Market or other stock exchange or automatic quotation system upon which the Company’s common stock is then traded or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser Buyer with prior notice of such disclosure and the opportunity to review and comment on such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall file a file, within the timeframe required under applicable SEC rules, one or more Current Report Reports on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) including as exhibits to such filing Form 8-K this Agreement, the Registration Rights Agreement and the Certificate of Designation (including all attachmentssuch Form or Forms 8-K, collectively, the “Announcing Form 8-K FilingK”). As Unless required by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions contemplated hereby or by the other Transaction Documents prior to the Closing Date. The Company confirms that, following the filing of the Announcing Form 8-K Filing with the SECK, no Purchaser shall Buyer will be deemed to be in possession of any material, nonpublic material non-public information concerning the Company (to the extent that it received from such information was provided by the Company, any Company prior to the filing of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the such Form 8-K FilingK). The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not toagents to not, provide any Purchaser Buyer with any material, nonpublic material non-public 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 such PurchaserBuyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. Neither The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. Subject to the foregoing, neither the Company nor any Purchaser 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 or any of such Buyer’s Affiliates; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, 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 or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser 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). Notwithstanding the foregoing, and provided further, that the Company shall may issue any other announcement or press release regarding the transactions contemplated hereby, so long as such announcement or press release does not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC Buyer or any regulatory agency or Nasdaq, without the prior written consent of such PurchaserBuyer’s Affiliates. Notwithstanding anything to the contrary herein, except (i) for disclosure thereof in the 8event that the Company believes that a notice or communication to any Buyer contains material, non-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations public information relating to the Company or any order of any court or other governmental agencythe Subsidiaries, in which case the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, non-public 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, non-public 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, non-public information.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day following the date of this AgreementMay 16, 2008, the Company shall file a Current Report on Form 8-K describing the Acquisition and the transactions contemplated by this Agreement and attaching the material documents related to the Acquisition required to be furnished therewith and the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the Indenture, the form of Warrantthe Debentures and the Registration Rights Agreement) as exhibits to such filing (including all attachmentsexhibits, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SECCommission, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 Commission without the express written consent of such Purchaser. Neither Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations including the NASDAQ Marketplace Rules (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such any applicable Purchaser, except (i) for neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warranteach of the Notes, the Warrants and the Registration Rights Agreement) as exhibits to such filing (including all attachments, the “"8-K Filing”"). As of From and after the filing of the 8-K Filing with the SECFiling, no Purchaser Buyer shall be in possession of any material, nonpublic information that it received from provided to them by the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the such 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or NasdaqExcept as otherwise required by law, without the prior written consent of such Purchaserany applicable Buyer (which consent shall not be unreasonably withheld), except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice not disclose the name of such disclosureany Buyer in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day Business Day following the date 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 Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaserotherwise, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurelegal process.

Disclosure of Transactions and Other Material Information. On or before The Company shall, by 9:00 a.m. a.m., New York City time, on the first (1st) business day immediately following the date of this Agreement, issue one or more press releases and/or file with the Company shall file SEC a Current Report on Form 8-K describing (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby, by the other Transaction Documents in Agreements and the form required by Merger Agreement (and including as exhibits to such Current Report on Form 8-K the Exchange Act and attaching forms of the material Transaction Documents Agreements (including, without limitation, the form of this Agreement, Agreement and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”Registration Rights Agreement). As Upon the issuance of the filing of the 8-K Filing with the SECDisclosure Document, no Purchaser shall be in possession of any material, nonpublic non-public information that it received from the Company, any of its Subsidiaries Company or any of its respective officers, directors, or employees or agents, that is not disclosed in the 8-K FilingDisclosure Document unless otherwise specifically agreed in writing by such Purchaser. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from From and after the filing issuance of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedDisclosure Document, however, that the Company shall be entitled, without the prior approval of not provide material non-public information to any Purchaser, unless otherwise specifically agreed in writing by such Purchaser prior to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release)disclosure. Notwithstanding anything in this Agreement to the foregoingcontrary, the Company shall not publicly disclose the name of any PurchaserPurchaser or any of its affiliates or advisers, or include the name of any Purchaser or any of its affiliates or advisers in any press release or filing with the SEC (other than the Registration Statement) or any regulatory agency or Nasdaqagency, without the prior written consent of such Purchaser, except (i) for disclosure thereof as required by the federal securities law in connection with (A) any registration statement contemplated by the 8-K Filing Registration Rights Agreement and (B) the filing of final forms of the Transaction Agreements with the SEC or Registration Statement pursuant to other routine proceedings of regulatory authorities, or (ii) as to the extent such disclosure is required by law law, at the request of the staff of the SEC or regulatory agency or under the regulations of the Nasdaq regulations or any order of any court or other governmental agencyGlobal Market, in which case the Company shall will provide such the Purchaser with prior written notice (including by e-mail) of such disclosuredisclosure under this clause (ii).

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8"6-K Filing”"). As of From and after the filing of the 86-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 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 any Purchaser 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 such PurchaserBuyer. If a Buyer has, or believes it has, received any such material, nonpublic information regarding the Company, it shall provide the Company with written notice thereof. The Company shall, within two (2) trading days of receipt of such notice, make public disclosure of such material, nonpublic information. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of any applicable Buyer, neither the Company nor any affiliates shall disclose the name of such PurchaserBuyer in any filing, except announcement, release or otherwise other than in connection with the Registration Statement (i) for disclosure thereof as defined in the 8-K Filing or Registration Statement or (ii) Rights Agreement), as contemplated by the Registration Rights Agreement, unless such disclosure is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day fourth Business Day following the date of this Agreementeach Closing Date, the Company Principal Borrower shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrant) as exhibits to such filing Note (including all attachments, the “8-K Filing”). As of The Principal Borrower shall provide the Agent, the Lenders and the Holders a reasonable opportunity to review each 8-K Filing prior to the filing thereof. Any material non-public information provided by any Borrower to any Lender in connection with the transactions contemplated hereby shall be included by the Principal Borrower within the aforementioned 8-K Filing. From and after the filing of the each 8-K Filing with the SEC, the Principal Borrower represents and acknowledges that no Purchaser Lender shall be in possession of any material, nonpublic material non-public information that it 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 any Purchaser Lender with any material, nonpublic material non-public information regarding the Company Principal Borrower or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of such PurchaserLender or as otherwise expressly required by this Agreement. Neither In the Company event of a breach of the foregoing covenant by any of the Borrowers or any of their respective officers, directors, employees or agents, in addition to any other remedy provided herein or in the other Transaction Documents, a Lender may, but shall not be obligated to, notify the Principal Borrower of such breach and the material non-public information the receipt of which resulted in such breach. Within two Business Days of receipt of such notice, the Principal Borrower shall either (a) deliver a notice to such Lender certifying that such material non-public information has already been publicly disclosed by the Principal Borrower or (b) make a public disclosure, in the form of a press release, public advertisement, Form 8-K or otherwise, of such material non-public information. In the event that the Principal Borrower believes that a notice delivered pursuant to this Agreement contains material non-public information relating to itself, the other Borrowers or their Subsidiaries, the Principal Borrower shall so indicate to the Holders contemporaneously with delivery of such notice, and in the absence of any such indication, the Holders shall be allowed to presume that all matters relating to such notice do not constitute material non-public information relating to the Principal Borrower or its Subsidiaries. Subject to the foregoing provisions of this Section 8.26, neither any of the Borrowers nor any Purchaser Lender shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company Principal Borrower shall be entitled, without the prior approval of any PurchaserLender, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations (provided, rule or regulation (provided that in the case of clause (i) each Purchaser Lender shall be consulted by the Company Principal Borrower in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Lender, none of the Company Borrowers shall not publicly disclose the name of any Purchaser, Lender or include the name of any Purchaser its affiliates in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as otherwise unless required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurelaw.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York City time, on the first business day Business Day immediately following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K with the Commission describing the terms of the transactions contemplated by the Transaction Documents and including as exhibits to such Current Report on Form 8-K this Agreement, forms of the Note, the Warrant, the AIR, the Registration Rights Agreement, the Lock-up Agreement and the Security Agreement, and the schedules hereto and thereto in the form required by the Exchange Act and attaching to which Current Report the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Purchasers shall reasonably approve (including all attachments, the “"8-K Filing”"). For purposes of this Agreement, a "Business Day" means any day except Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in the State of Florida generally are authorized or required by law or other government actions to close. As of the time of the filing of the 8-K Filing with the SECCommission, no Purchaser shall be in possession of any material, nonpublic information that it 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 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 Company without the express written consent of such Purchaser. Neither Subject to the foregoing, neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith, and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) above, each Purchaser shall be consulted notified by the Company (although the consent of such Purchaser shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on Upon the first business day written request of any Investor 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 the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 Delphax 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 any Purchaser such Investor with any material, material nonpublic information regarding the Company Delphax or any of its Subsidiaries Subsidiary from and after the filing date of the 8-K Filing with the SEC such request without the express written consent of such PurchaserInvestor. Neither In the event of a breach of the foregoing covenant by Delphax, any Subsidiary, or each of their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that Delphax make a public disclosure, and if Delphax fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by Delphax, each Subsidiary, or each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to Delphax, any Subsidiary, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither Delphax nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company Delphax shall be entitled, without the prior approval of any PurchaserInvestor, 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 or in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Purchaser Investor shall be consulted by the Company in connection with provided a copy of any such proposed press release or other public disclosure to be issued by Delphax at least one day prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. (i) On or before 9:00 a.m. prior to 4:00 p.m. (New York City time, ) on the first business day second Business Day following the date of this AgreementClosing Date, the Company shall file a Current Report on Form 8-K describing (the “Announcing Form 8-K”) with the SEC. The Announcing Form 8-K, (x) shall describe the terms of the transactions contemplated by the Transaction Documents in Documents, including the purchase of the Notes, (y) shall include as exhibits to such Form 8-K this Agreement (but not the schedules hereto), the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, of Note and the form of Warrant) as exhibits to such filing (including all attachments, Pledge and Security Agreement and the “8-K Filing”). As form of the filing of the 8-K Filing with the SECGuaranty, no Purchaser and (z) shall include any other information required to be in possession of disclosed therein pursuant to any material, nonpublic information that it received from the Company, any of its Subsidiaries Securities Laws or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filingother Laws. The Company shall not, represents and shall cause each warrants that none of its Subsidiaries and its and each the information contained in any of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic the schedules hereto (except for information specifically regarding the transaction contemplated hereby) constitutes material non-public 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 PurchaserSubsidiaries. Neither Unless required by Law, the Company nor shall not make any Purchaser public announcement regarding the transactions contemplated hereby prior to the Closing. Subject to the agreements and covenants set forth in this Section 4(j), the Company shall not issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw (provided; however, rule or regulation (provided that in the case of clause (i) each Purchaser Buyers 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). (ii) The Company hereby represents, warrants, covenants and agrees that on and after the December 4, 2007, no Buyer shall be in possession of any material nonpublic information received from the Company, any of its Subsidiaries or any of their respective Affiliates, officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of its Subsidiaries and its and each of their respective Affiliates, officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include its Subsidiaries from and after the name filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such PurchaserBuyer. In the event that a Buyer believes that the Company, except any of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents has breached the foregoing covenant, the Buyer shall so notify the Company as provided in Section 10(f) hereof. If the Company has failed to either (i) for disclosure thereof in the 8-K Filing or Registration Statement cause Buyer to conclude that such information does not constitute material nonpublic information or (ii) as required make public disclosure of the claimed material nonpublic information provided to such Buyer by law the end of the second full business day following receipt of the notice provided for in the immediately preceding sentence, then, in addition to any other remedy provided herein or Nasdaq regulations in the Transaction Documents, such Buyer shall have the right to make public disclosure in the form of a press release, public advertisement or otherwise, of such material nonpublic information without prior approval by the Company or any order of its Subsidiaries, or any of their respective Affiliates, officers, directors, employees or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective Affiliates, officers, directors, employees, stockholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any Buyer or Investor (as defined in Section 4(k)) contains material, nonpublic information relating to the Company or any of its Subsidiaries, 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 means to refuse to receive such notice or communication; and in the absence of any court such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or other governmental agencycommunication do not constitute material, nonpublic information relating to the Company or any of its Subsidiaries. Upon receipt or delivery by the Company or any of its Subsidiaries of any notice in which case 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 its Subsidiaries, the Company shall provide within one Business Day after any such Purchaser with prior notice of receipt or delivery Publicly Disclose such disclosurematerial, nonpublic information.

Disclosure of Transactions and Other Material Information. As soon as practicable on the first Business Day following the execution and delivery of this Agreement, the Company shall issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby. On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day second Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents this Agreement (including, without limitation, and all schedules to this Agreement, and the form of Warrant) as exhibits an exhibit to such filing (including all attachments, the “"8-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall not be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; providedPROVIDED, howeverHOWEVER, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company (although the consent of such Buyer shall not be required) in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following the date Closing Date, issue a press release (the “Press Release”) reasonably acceptable to the Purchasers disclosing all material terms of this Agreementthe transactions contemplated hereby. On or before 8:30 a.m., New York City Time, on the first business day following the Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents this Agreement in the form required by the Exchange Act Act, and attaching the material Transaction Documents agreements (including, without limitation, this Agreement, Agreement and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As From and after the issuance of the filing of the 8-K Filing with the SECPress Release, no Purchaser shall be in possession of any material, nonpublic information that it 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 FilingPress Release, unless the Purchaser is party to an effective confidentiality agreement with the Company. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Press Release without the express written consent of such Purchaser. Neither If a Purchaser has, or believes it has, received any such material, nonpublic information regarding the Company or any of its Subsidiaries, it may provide the Company with written notice thereof. Subject to the foregoing, neither the Company, its Subsidiaries nor 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 any Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of Nasdaq and the SEC (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without Without the prior written consent of such Purchaser, except (i) for disclosure thereof any applicable Purchaser or as included in the 8-K Filing or Shelf Registration Statement or (ii) as any Additional Registration Statement, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such Purchaser in any filing, announcement, release or otherwise, unless such disclosure is required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureregulation.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York 9:30 a.m., Houston, Texas time, on the first 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 terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) Registration Rights Agreement as exhibits an exhibit to such filing (including all attachments, the “8-K Filing”). As of From and after the filing of the 8-K Filing with the SEC, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser Buyer with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer. Neither Subject to the Company foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that (A) the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company ) and (B) such Buyer shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaqbe entitled, without the prior approval of the Company, to make any public filings required by applicable law or regulation. Without the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose the name of such PurchaserBuyer in any filing, except (i) for announcement, release or otherwise other than in connection with the Registration Statement, as contemplated pursuant to the Registration Rights Agreement, unless such disclosure thereof in the 8-K Filing or Registration Statement or (ii) as is required by law law, regulation or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosurePrincipal Market.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on July 15, 2004, issue a press release reasonably acceptable to the Buyers disclosing all material terms of the transactions contemplated hereby as well as the material terms of the AoA Acquisition (the "PRESS RELEASE"). On or before 9:00 a.m. 8:30 a.m., New York timeTime, on the first business day second Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents and the AoA Acquisition in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “"8-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of any applicable Buyer, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On Unless otherwise agreed to by the parties, the Company shall, on or before 9:00 a.m. 9:30 a.m., New York time, on the first business day following (1st ) Business Day after the date of this AgreementClosing, (x) issue a press release (the “Press Release”) reasonably acceptable to the Buyers and the Company shall disclosing all the material terms of the transactions contemplated by the Transaction Documents and (y) file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of WarrantRegistration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of The Company (i) acknowledges and agrees that by October 15, 2014, the filing of the 8-K Filing with the SEC, no Purchaser shall Buyer will not be in possession of any material, nonpublic material non-public information that it received from regarding the Company, Company or any of its Subsidiaries or any disclosed as part of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company disclosures made to Buyer pursuant to the NDA and (ii) 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 any Purchaser Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing execution of the 8-K Filing with the SEC this Agreement without the express prior written consent of such PurchaserBuyer (which may be granted or withheld in such Buyer’s sole discretion). Neither the Company Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make the Press Release and any other press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law and regulations. Unless required by law, rule or regulation (provided that in without the case prior approval of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoingBuyer, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in other than the 8-K Filing Filing), announcement, release or Registration Statement otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Buyer has had, and no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or (ii) as required by law or Nasdaq regulations a duty not to trade on the basis of, any information regarding the Company or any order of its Subsidiaries that such Buyer receives from the Company, any court of its Subsidiaries or any of their respective officers, directors, employees, stockholders or agents, other governmental agency, than as set forth in which case the Company shall provide such Purchaser with prior notice of such disclosureNDA.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching attach all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “Form 8-K Filing”). As From and after the date of the filing of the Form 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to each Buyer 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 by the Transaction Documents. 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, agents not to, provide any Purchaser each Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the Form 8-K Filing with the SEC without the express prior written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchasereach Buyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the Form 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser such Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of each Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing with (other than the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the Form 8-K Filing or any filing that incorporates language from the Form 8-K Filing and other than the Registration Statement or (ii) and other than as required by applicable law or Nasdaq regulations rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that each Buyer has not had, and such Buyer shall not have (unless expressly agreed to by such Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any order of its subsidiaries (as applicable) that such Buyer receives from the Company, any court of its subsidiaries or other governmental agencyany of its or its officers, in which case the Company shall provide such Purchaser with prior notice of such disclosuredirectors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. The Company shall, on or before 8:30 a.m., New York City Time, on November , 2005, issue a press release reasonably acceptable to the Purchaser disclosing all material terms of the transactions contemplated hereby and complying with applicable Commission rules. On or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, form of this Agreement, Agreement and the form of Warrant) Warrant as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 subsidiaries and each of their respective officers, directors, employees and agents, not to, provide any the Purchaser 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 press release referred to in the SEC first sentence of this Section without the express written consent of such the Purchaser. Neither Subject to the foregoing, neither the Company nor any the Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby nor shall the Company disclose the name of the Purchaser in any filing, announcement, release or otherwise without the Purchaser’s consent; provided, however, that the Company shall be entitled, without the prior approval of any the Purchaser, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each the Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on Upon the first business day request of any Investor 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 the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Purchaser such Investor with any material, material nonpublic information regarding the Company or any of its Subsidiaries Subsidiary from and after the filing date of the 8-K Filing with the SEC such request without the express written consent of such PurchaserInvestor. Neither In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at or prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserInvestor, 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 or in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Purchaser Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York time, on the first business day following third (3rd) Business Day after the date of this Agreement, the Company shall file a Current Report of Foreign Private Issuer on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Agreement (including all attachmentsattachments thereto, the “8Initial 6-K Filing”). As The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day after the date of the filing Court Order file a Report of Foreign Private Issuer on Form 6-K disclosing that the 8Court Order was obtained and that the Closing will occur on such Business Day (the “Court Order 6-K Filing”). The Company shall, on or before 8:30 a.m., New York time, on the first (1st) Business Day following each day on which Additional Shares are issued file a Report of Foreign Private Issuer on Form 6-K disclosing that the Company issued Additional Shares and the number of Additional Shares that were so issued (each an “Additional Shares Issuance 6-K Filing” and together with the Initial 6-K Filing with and the SECCourt Order 6-K Filing, no Purchaser shall be in possession of any material, nonpublic information that it received from collectively the “6-K Filings”). Neither the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser Claimant shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserClaimant, to make issue any press release or make other public disclosure with respect to such transactions (i) in substantial conformity with the 8applicable 6-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Claimant shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the Claimant, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Claimant in any filing with (other than the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 86-K Filing Filings), announcement, release or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York time, on the first business day fourth 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching (unless the Company shall elect to defer the filing of exhibits as permitted by the 0000 Xxx) the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Exchangor (or its transferee) with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of Exchangor (or its transferee), provided that notwithstanding the foregoing, following the 8-K Filing, Exchangor may provide to its members and prospective members a description of the transactions contemplated by this Agreement, which description shall include only the information included in such Purchaser8-K filing and any subsequent press releases and filings with the United States Securities and Exchange Commission. Neither Subject to the Company nor any Purchaser foregoing, none of the Company, its Subsidiaries or Exchangor (or its transferee) shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserExchangor (or its transferee), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Exchangor (or its transferee) shall be consulted (to the extent reasonably practicable) by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or NasdaqExcept as set forth above, without the prior written consent of such Purchaserany applicable Exchangor (or its transferee), except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case neither the Company nor any of its Subsidiaries shall provide such Purchaser with prior notice disclose the name of such disclosureExchangor (or its transferee) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 5:30 p.m., New York City time, on the first business day second Business Day following the date of this AgreementThird Amendment Effective Date, the Company shall file a Current Report on Form 8-K with the SEC describing the terms of the transactions contemplated by the Transaction Loan Documents and including as exhibits to such Form 8-K this Agreement (including the schedules hereto), in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “Announcing Form 8-K”). RMG Holdings shall provide the Lenders a reasonable opportunity to review the Announcing Form 8-K Filing”)prior to the filing thereof, subject to Section 6.02(q) of this Agreement. As Subject to the foregoing, none of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries Loan Parties 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 officersSubsidiaries, directorson the one hand, employees and agentsor the Lenders or the Administrative Agent, not toon the other hand, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaser, to make any press release hereby or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be required by applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose disclosing the name of any Purchaser, Lender or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Administrative Agent without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing Lenders or Registration Statement the Administrative Agent, with respect to any proposed issuance by the Loan Parties or any of their respective Subsidiaries, or (ii) the Loan Parties, with respect to any proposed issuance by any Lender or the Administrative Agent, in any such case, which consent shall not be unreasonably withheld. Notwithstanding anything to the contrary contained herein, RMG Holdings acknowledges and agrees that each Lender and/or its Affiliates may file a Schedule 13D (or amendment thereto) and other filings required under the Exchange Act relating to the transactions contemplated hereby and any amendments thereto, and include in such Schedule 13D (and amendments thereto) and any such other filings under the Exchange Act such information regarding the transactions contemplated hereby and other matters relating to RMG Holdings as required by law such Lender or Nasdaq regulations Affiliate thereof determines after consultation with its legal counsel should be included therein, and RMG Holdings agrees that no such filing (nor the inclusion of any such information therein) will constitute a violation of the provisions of this Agreement, any other Loan Document or any order of other agreement to which any court Loan Party is a party or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise bound.

Disclosure of Transactions and Other Material Information. On The Company shall, on or before 9:00 a.m. 8:30 a.m., New York timeCity Time, on the first business day Business Day following the date 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 Time, on the second Business Day following the execution and delivery of this Agreement, the Company shall file a Current Report on Form 86-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange Act 1934 Act, and attaching the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warrantthe Warrants) as exhibits to such filing (including all attachments, the “8"6-K Filing”FILING"). As of From and after the filing of the 8-K Filing with the SECPress Release, no Purchaser Buyer shall be in possession of any material, nonpublic information that it 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Other than in connection with the foregoingfuture SEC Reports, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, Buyer without the prior written consent of such PurchaserBuyer in any filing, except (i) for disclosure thereof in the 8-K Filing announcement, release or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureotherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. (i) Not later than 5:30 p.m. (New York City time, ) on the first business day fourth (4th) Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on the Announcing Form 8-K with the SEC. The "ANNOUNCING FORM 8-K" (A) shall describe the terms of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, (B) shall include, as exhibits to such Form 8-K, this Agreement (including the schedules hereto), the Initial Notes, the form of Additional Note, the Amended and Restated Security Agreement, the Subsidiary Guaranty, the Pledge Agreement, the form of Mortgage, the form of Account Control Agreement, and the Replacement Override Conveyances, and (C) shall include any other information required to be disclosed therein pursuant to any securities laws or other Laws. As used in this Agreement, "LAWS" means all present or future federal, state local or foreign laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Entity. (ii) No later than 8:00 a.m. (New York City time) on the first (1st) Business Day following each Additional Closing Date, the Company shall file a Form 8-K with the SEC describing the terms of the transactions contemplated by proposed or consummated (as the Transaction Documents case may be) in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreementconnection with such Additional Closing Date, and the form of Warrantrepresentations and schedules required by Section 9(c) as exhibits (each such Form 8-K, an "ADDITIONAL CLOSING FORM 8-K"). (iii) Subject to such filing (including all attachmentsthe agreements and covenants set forth in this Section 5(i), the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Purchasersuch Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or an Additional Closing Form 8-K and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw, rule including as is required by Form 8-K or regulation any successor form thereto (provided that in the case of clause (i) each Purchaser any such 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 upon request). (iv) The Company represents, warrants and covenants to the Buyers that, from and after the filing of the Announcing Form 8-K with the SEC (subject to Section 5(m)), no Buyer shall be in possession of any material nonpublic information received from the Company, any of the Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of the Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include the name Subsidiaries from and after the filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such Purchaserthe Buyers. In the event of a breach of the foregoing covenant by the Company, except (i) for disclosure thereof any of 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 8-K Filing Transaction Documents, the Buyers shall have the right to make a public disclosure in the form of a press release, public advertisement or Registration Statement or (ii) as required otherwise, of such material nonpublic information without the prior approval by law or Nasdaq regulations the Company, the Subsidiaries, or any order of its or their respective officers, directors, employees or agents. The Buyers shall not have any court liability to the Company, any of the Subsidiaries or other governmental agencyany of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in which case the event that the Company believes that a notice or communication to any Buyer contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information.

Disclosure of Transactions and Other Material Information. (i) On or before 9:00 a.m. New York time, on the first fourth business day following the date of this Agreementhereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warranteach of the Notes and the Security Documents) as exhibits to such filing (including all attachments, the “8-K Filing”). As of Subject to the filing of the 8-K Filing with the SECforegoing, no Purchaser shall be in possession of any material, nonpublic information that it received from neither the Company, any of its the Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in nor the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such Purchaser. Neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Purchaserthe Buyer and Parent, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (iA) each Purchaser the Buyer and Parent 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). Notwithstanding Prior to the Merger, and notwithstanding the foregoing, the Company and each Subsidiary shall not publicly disclose the name relationship of any Purchaserthe Buyer or Parent to the Company, or include the name of any Purchaser the Buyer or Parent in any filing with the SEC or any regulatory agency or Nasdaqagency, without the prior written consent of such Purchaserthe Buyer and Parent, except (ix) for disclosure thereof in the 8-K Filing or Registration Statement or (iiy) as required by law or Nasdaq regulations law, regulation or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser the Buyer and Parent with prior notice of such disclosure. (ii) As promptly as practicable after the date hereof, Company shall prepare proxy materials (the “Proxy Statement”) relating to the approval of the Charter Amendment by the stockholders of the Company and, as promptly as practicable, the Company shall file with the SEC the Proxy Statement and, to the extent required, a Schedule 13E-3, each of which comply in form with applicable SEC requirements and shall use all reasonable efforts to respond to SEC comments regarding such filings and obtain SEC approval to mail the Proxy Statement to the stockholders of the Company. The Proxy Statement shall include a statement that the Board of Directors of the Company has declared the advisability of the Charter Amendment, provided that the Board of Directors may withdraw such statement regarding the advisability of the Charter Amendment if it determines in good faith that failure to do so would be inconsistent with its fiduciary obligations under applicable law; provided, further, however, that such withdrawal shall not affect the Company’s obligations to prepare and mail the Proxy Statement and to call and hold the Stockholder Meeting (as defined below). (iii) Company shall promptly after the date hereof take all actions necessary to call a meeting of its stockholders to be held for the purpose of voting upon the Charter Amendment (the “Stockholder Meeting”) and to hold such Stockholder Meeting; provided, however, that, without the prior written consent of the Buyer, the record date for the Stockholder Meeting (the “Record Date”) shall not be set earlier than two (2) business days following nor later than five (5) business days following the date on which the conditions to the conversion of the Convertible Note in the form attached hereto as Exhibit B-3 into Company Common Stock have been satisfied, nor shall the Record Date be set earlier than two (2) business days following the Company’s notice to Buyer of the date of the Record Date.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 9:30 a.m., New York time, on the first business day (1st) Business Day following the date of this Agreementthe Agreements, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreementthe Agreements (and all schedules to the Agreements), the form of the Warrants and the form of Warrantthe Registration Rights Agreement) as exhibits to such filing (including all attachments, the “8-K Filing”). As of From and after the filing issuance of the 8-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from the Company, (if any) 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 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 any Purchaser 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 such PurchaserBuyer. Neither Subject to the Company foregoing, neither the Company, its Subsidiaries nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with receive an advanced draft of any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of the applicable Buyer, the Company shall not publicly (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser such Buyer in any filing filing, announcement, release or otherwise, except as otherwise required by any law, rule or regulation applicable to the Company after consultation with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosureBuyer.

Disclosure of Transactions and Other Material Information. On or before The Company shall, by 9:00 a.m. (New York City time, ) on the first business day (1st) Trading Day immediately following the date Closing Date, (i) issue a press release disclosing the material terms of this Agreement, the Company shall transactions contemplated hereby and (ii) file a Current Report on Form 8-K describing including a form of each of the terms of Transaction Documents as exhibits thereto. The Company and each Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Investor shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Investor, or without the prior consent of each Investor, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed (unless such consent relates to the use of such Investor’s name in such press release), except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication, provided, however, that neither the Investors nor any of their respective Affiliates shall be obligated to provide such notice in respect of any filings made pursuant to Section 16 or Section 13 under the 1934 Act or the rules and regulations of the SEC promulgated thereunder. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Investor, or include the name of any Investor in any filing with the SEC or any regulatory agency or Trading Market, without the prior written consent of such Investor, except: (a) as required by federal securities Laws in connection with the filing of final Transaction Documents with the SEC and any registration statement contemplated by the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Registration Rights Agreement, and (b) to the form extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investors with prior notice of Warrant) as exhibits to such filing disclosure permitted under this clause (including all attachments, the “8-K Filing”b). As of The Company confirms that, following the filing of the Form 8-K Filing with announcing the SECpricing of the offering (the “Announcing Form 8-K”), no Purchaser shall Investor will be deemed to be in possession of any material, nonpublic material non-public information that it concerning the Company received from prior to the Company, any filing 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, not toagents to not, provide any Purchaser Investor with any material, nonpublic material non-public 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 such Purchaser. Neither Investor, unless prior thereto such Investor shall have executed a written agreement regarding the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyconfidentiality and use of such information; provided, however, that the foregoing prohibition shall not apply to the provision of information, to any officer or director of the Company, in his or her capacity as such (“Board Information”), whether or not such officer or director of the Company shall be entitledalso is a director, without officer or employee of or advisor to an Investor or the prior approval investment manager of any PurchaserInvestor. The Company understands, acknowledges and agrees that (a) the Investors, their Affiliates and Persons acting on their behalf will rely on the provisions of this Section 5.04 in effecting transactions in the Securities and other securities of the Company and of other Persons, and (b) notwithstanding anything to make the contrary contained herein or in any press release or other public disclosure Transaction Document, except with respect to Board Information, no Investor (nor any of such transactions Investor’s Affiliates, attorneys, agents or representatives) shall have any duty of trust or confidence to the Company with respect to, or any obligation not to trade in any securities while aware of, any material non-public information (i) provided by, or on behalf of, the Company, any of its Affiliates or any of its officers, directors (or equivalent persons), employees, attorneys, agents or representatives in substantial conformity with violation of any of the 8-K Filing representations, covenants, provisions or agreements set forth in this Section 5.04 or (ii) otherwise possessed (or continued to be possessed) by any Investor (or any Affiliate, agent or representative thereof) as may be required by a result of any breach or violation of any representation, covenant, provision or agreement set forth in this Section 5.04, provided that each Investor shall remain subject to applicable law, rule or regulation (provided that in the case of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or The Company shall, before 9:00 a.m. 9:30 a.m., New York time, on the first (1st) business day following after the date of this Agreement, issue a press release (the Company shall file a Current Report on Form 8-K describing “Press Release”) disclosing all the material terms of the transactions contemplated by hereby. From and after the Transaction Documents in issuance of the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachmentsPress Release, the “8-K Filing”). As of Company represents to the filing of the 8-K Filing with the SEC, no Purchaser Purchasers that it shall be in possession of any have disclosed all material, nonpublic information that it received from the Company, or inside information delivered to any of its Subsidiaries the Purchasers 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 and agents, not to, provide any Purchaser with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing agents (if any) in connection with the SEC without transactions contemplated by the express written consent of such PurchaserTransaction Documents. Neither The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press releases or release nor otherwise make any other such public statements statement without the prior consent of the Company, with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to make any press release of the Company, which consent shall not unreasonably be withheld or other public delayed, except if such disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or (ii) as may be is required by applicable law, rule in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or regulation (provided that in communication where applicable laws, rules or regulations permit. Without the case prior written consent of clause (i) each Purchaser shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoingapplicable Purchaser, the Company shall not publicly (and shall cause each of its subsidiaries and affiliates to not) disclose the name of any Purchaser, or include the name of any such Purchaser in any filing with the SEC filing, announcement, release or any regulatory agency or Nasdaq, without the prior written consent of such Purchaserotherwise, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (iia) as required by federal securities law in connection with the filing of final Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law, Nasdaq or Nasdaq AIM regulations or any order of any court or other governmental agencythe UK Takeover Code, in which case the Company shall provide such Purchaser the applicable Purchasers with prior notice of such disclosuredisclosure permitted hereunder where applicable laws, rules or regulations permit.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York 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 the Transaction Documents in the form required by the Exchange Act and attaching the material Transaction Documents (including, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it 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 Subsidiary and each of their its respective officers, directors, employees and agents, not to, provide any Purchaser 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 such PurchaserInvestor. Neither In the event of a breach of the foregoing covenant by the Company, any Subsidiary, or its each of respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, such Investor shall have the right to demand that the Company make a public disclosure, and if the Company fails to do so within five business days, the Investor may make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material nonpublic information without the prior approval by the Company, each Subsidiary, or each of its respective officers, directors, employees or agents. In such event, such Investor shall provide a copy of such public disclosure to the Company at least one day prior to the dissemination of such disclosure to the public. No Investor shall have any liability to the Company, any Subsidiary, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure unless such Investor acts with negligence or willful misconduct. Subject to the foregoing, neither the Company nor any Purchaser Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby without the prior approval of the other party; which approval shall not be unreasonably withheld or delayed; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserInvestor, 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 or in compliance with the requirements of the Exchange Act, and (ii) as may otherwise be required by applicable lawlaw and regulations, rule or regulation including the applicable rules and regulations of the Nasdaq (provided that in the case of clause (i) each Purchaser Investor shall be consulted provided a copy of any proposed press release to be issued by the Company in connection with any such press release or other public disclosure at least one day prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case the Company shall provide such Purchaser with prior notice of such disclosure.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. 8:30 a.m., New York time, on the first business day fourth 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 the Transaction Documents in the form required by the Exchange 1934 Act and attaching (unless the Company shall elect to defer the filing of exhibits as permitted by the 0000 Xxx) the material Transaction Documents (including, without limitation, this Agreement, the Certificate of Designations and the form of WarrantWarrants) as exhibits to such filing (including all attachments, the “8-K Filing”). As of the filing of the 8-K Filing with the SEC, no Purchaser shall be in possession of any material, nonpublic information that it received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any Purchaser Buyer (or its transferee) with any material, nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of such PurchaserBuyer (or its transferee). Neither Subject to the Company nor any Purchaser foregoing, none of the Company, its Subsidiaries or Buyer (or its transferee) shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer (or its transferee), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer (or its transferee) shall be consulted (to the extent reasonably practicable) by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC or any regulatory agency or NasdaqExcept as set forth above, without the prior written consent of such Purchaserany applicable Buyer (or its transferee), except (i) for disclosure thereof in the 8-K Filing or Registration Statement or (ii) as required by law or Nasdaq regulations or any order of any court or other governmental agency, in which case neither the Company nor any of its Subsidiaries shall provide such Purchaser with prior notice disclose the name of such disclosureBuyer (or its transferee) in any filing, announcement, release or otherwise.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, on the first business day following the date of this Agreement, the The Company shall file a Current Report on Form 86-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the Exchange 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement, Agreement and the form of Warranteach of the Warrants) as exhibits to such filing (including all attachments, the “86-K Filing”). As From and after the date of the filing of the 86-K Filing with Filing, the SEC, no Purchaser Company shall be in possession of any have disclosed all material, nonpublic non-public information that it received from (if any) delivered to Buyer 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 by the Transaction Documents. 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, agents not to, provide any Purchaser Buyer with any material, nonpublic non-public information regarding the Company or any of its Subsidiaries from and after the filing date of the 86-K Filing with the SEC without the express prior written consent of such PurchaserBuyer. Neither Subject to the foregoing, neither the Company nor any Purchaser Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any PurchaserBuyer, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 86-K Filing or and contemporaneously therewith and (ii) as may be is required by applicable law, rule or regulation law and regulations (provided that in the case of clause (i) each Purchaser Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Notwithstanding Without the foregoingprior written consent of Buyer, the Company shall not publicly (and shall cause each of its affiliates to not) disclose the name of any Purchaser, or include the name of any Purchaser Buyer in any filing with (other than the SEC or any regulatory agency or Nasdaq, without the prior written consent of such Purchaser, except (i) for disclosure thereof in the 86-K Filing or Registration Statement or (ii) any filing that incorporates language from the 6-K Filing and other than as required by applicable law or Nasdaq regulations rules and regulations), announcement, release or otherwise. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that, from and after the Execution Date, and except as set forth in Section 4(r), Buyer shall not have (unless expressly agreed to by Buyer after the date hereof in a written definitive and binding agreement executed by the Company and Buyer), any duty of confidentiality with respect to, or a duty not to trade on the basis of, any information regarding the Company or any order of its Subsidiaries (as applicable) that Buyer receives from the Company, any court of its Subsidiaries or other governmental agencyany of its or its officers, in which case the Company shall provide such Purchaser with prior notice of such disclosuredirectors, employees, shareholders or agents.

Disclosure of Transactions and Other Material Information. On or before 9:00 a.m. New York time, (i) The Company shall not later than 5:30 p.m. (Eastern Time) on the first business day fourth (4th) Business Day following the date execution and delivery of this Agreement, the Company shall file a Current Report on Form 8-K describing with the SEC (the “Announcing Form 8-K”). The Announcing Form 8-K (A) shall describe the terms of this Agreement and the other Transaction Documents and the transactions contemplated by the Transaction Documents in the form required by the Exchange Act hereby and attaching the material Transaction Documents thereby, (includingB) shall include, without limitation, this Agreement, and the form of Warrant) as exhibits to such filing Form 8-K, this Agreement (including all attachmentsexcluding the schedules hereto), a form of the Notes, a form of the Warrants, the “8-K Filing”)Subsidiary Guaranty, the Intercreditor Agreement Amendment, the June 2009 Amendment and a form of the Mortgage Amendments, and (C) shall include any other information required to be disclosed therein pursuant to any securities Laws or other Laws. As of the filing of the 8-K Filing used in this Agreement, “Laws” means all present or future federal, state local or foreign laws, statutes, common law duties, rules, regulations, ordinances and codes, together with the SECall administrative or judicial orders, no Purchaser shall be in possession of any materialconsent agreements, nonpublic information that it received from the Companydirected duties, requests, licenses, authorizations and permits of, and agreements with, any of its Subsidiaries or any of its respective officersGovernmental Entity. (ii) Subject to the agreements and covenants set forth in this Section 5(i), directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide any 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 written consent of such Purchaser. Neither the Company nor any Purchaser shall issue any press releases or any other public statements with respect to the transactions contemplated herebyhereby or disclosing the name of any Buyer, without prior approval of any such Buyer; provided, however, that the Company shall be entitled, without the prior approval of any Purchasersuch Buyer, to make any press release or other public disclosure with respect to such transactions (iA) in substantial conformity with the Announcing Form 8-K Filing or and contemporaneously therewith and (iiB) as may be is required by applicable lawLaw, rule including as is required by Form 8-K or regulation any successor form thereto (provided that in the case of clause (i) each Purchaser such 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 upon request). (iii) The Company represents, warrants and covenants to the Buyers that, from and after the filing of the Announcing Form 8-K with the SEC (subject to Section 5(m)), no Buyer shall be in possession of any material nonpublic information received from the Company, any of the Subsidiaries or any of their respective officers, directors, employees or agents. Notwithstanding any provision herein to the foregoingcontrary, the Company shall not, and shall cause each of the Subsidiaries and its and each of their respective officers, directors, employees and agents not publicly disclose to, provide any Buyer with any material nonpublic information regarding the name Company or any of any Purchaser, or include the name Subsidiaries from and after the filing of any Purchaser in any filing the Announcing Form 8-K with the SEC or any regulatory agency or NasdaqSEC, without the express prior written consent of such Purchaserthe Buyers. In the event of a breach of the foregoing covenant by the Company, except (i) for disclosure thereof any of 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 8-K Filing Transaction Documents, the Buyers shall have the right to make a public disclosure in the form of a press release, public advertisement or Registration Statement or (ii) as required otherwise, of such material nonpublic information without the prior approval by law or Nasdaq regulations the Company, the Subsidiaries, or any order of its or their respective officers, directors, employees or agents. The Buyers shall not have any court liability to the Company, any of the Subsidiaries or other governmental agencyany of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Notwithstanding anything to the contrary herein, in which case the event that the Company believes that a notice or communication to any Buyer contains material, nonpublic information relating to the Company or any of the Subsidiaries, the Company shall provide such Purchaser so indicate to the Buyers contemporaneously with prior notice delivery of such disclosurenotice or communication, and such indication shall provide the Buyers the means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities shall be allowed to presume that all matters relating to such notice or communication do not constitute material, nonpublic information relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, nonpublic information relating to the Company or the Subsidiaries, the Company shall within one Business Day after any such receipt or delivery publicly disclose such material, nonpublic information.